Ibere Pharmaceuticals (IBER) 10-Q/A16 Aug 212021 Q1 Quarterly report (amended)Financial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	Jul. 16, 2021
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Entity File Number	001-40119
Entity Registrant Name	Ibere Pharmaceuticals
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1564986
Entity Address, Address Line One	2005 Market Street, Suite 2030
Entity Address, City or Town	Philadelphia
Entity Address State Or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	267
Local Phone Number	765-3222
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
Entity Central Index Key	0001835205
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	true
Amendment Description	Ibere Pharmaceuticals (the “Company,” “Ibere,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2021 (this “Quarterly Report”) to amend and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2021 (the “Original Quarterly Report”).
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	IBERU
Security Exchange Name	NYSE
Class A ordinary shares
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary share, $0.0001 par value
Trading Symbol	IBER
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		13,800,000
Warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share
Trading Symbol	IBERW
Security Exchange Name	NYSE
Class B ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,450,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)		Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash		$ 1,217,248	$ 175,366
Prepaid expenses		409,300
Total Current Assets		1,626,548	175,366
Deferred offering costs			501,000
Marketable securities held in Trust Account		138,004,575	0
TOTAL ASSETS		139,631,123	676,366
Current liabilities
Accrued expenses		59,087	2,218
Accrued offering costs		330,888	485,907
Promissory note - related party		5,959	169,000
Total Current Liabilities		395,934	657,125
Deferred underwriting fee payable		4,830,000
Warrant liability		9,201,650
TOTAL LIABILITIES		14,427,584	657,125
Commitments
Class A ordinary shares subject to possible redemption 13,800,000 and no shares at March 31, 2021 and December 31, 2020, respectively, at redemption value		138,000,000
Shareholders' Equity (Deficit)
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital			24,655
Accumulated deficit		(12,796,806)	(5,759)
Total Shareholders' Equity (Deficit)		(12,796,461)	19,241
TOTAL LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' EQUITY (DEFICIT)		139,631,123	676,366
Class A ordinary shares
Shareholders' Equity (Deficit)
Ordinary shares		0	0
Class B ordinary shares
Shareholders' Equity (Deficit)
Ordinary shares	[1]	$ 345	$ 345

[1]	At December 31, 2020, includes an aggregate up to 450,000 Class B ordinary shares subject to forfeiture if the overallotment option is not exercised in full or in part by the underwriters (see Note 6). On February 25, 2021, the Company effected a share dividend of 575,000 Class B ordinary shares, resulting in there being an aggregate of 3,450,000 Class B ordinary shares outstanding (see Note 6).

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 25, 2021	Mar. 31, 2021	Mar. 02, 2021	Dec. 31, 2020	Nov. 15, 2020
Preference shares, par value (per share)		$ 0.0001		$ 0.0001
Preference shares, shares authorized		1,000,000		1,000,000
Preference shares, shares issued		0		0
Preference shares, shares outstanding		0		0
Ordinary shares, shares subject to possible redemption		48,350
Class A ordinary shares
Ordinary shares, par value (per share)		$ 0.0001		$ 0.0001
Ordinary shares, shares authorized		300,000,000		300,000,000
Ordinary shares, shares issued		0		0
Ordinary shares, shares outstanding		0		0
Ordinary shares, shares subject to possible redemption		13,800,000		0
Class B ordinary shares
Ordinary shares, par value (per share)		$ 0.0001		$ 0.0001
Ordinary shares, shares authorized		30,000,000		30,000,000
Ordinary shares, shares issued		3,450,000		3,450,000
Ordinary shares, shares outstanding	3,450,000	3,450,000		3,450,000
Shares subject to forfeiture			450,000
Class B ordinary shares \| Over-allotment option
Shares subject to forfeiture				450,000	450,000
Class B ordinary shares \| Sponsor
Share dividend	575,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
CONDENSED STATEMENT OF OPERATIONS	Mar. 31, 2021USD ($)$ / sharesshares
CONDENSED STATEMENT OF OPERATIONS
Operating and formation costs	$ 94,478
Loss from operations	(94,478)
Other income:
Interest earned on marketable securities held in Trust Account	2,586
Interest income - bank	176
Unrealized gain on marketable securities held in Trust Account	1,989
Transaction costs allocable to warrant liabilities	(364,321)
Change in fair value of warrants	48,350
Total other income	(311,220)
Net loss	$ (405,698)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption \| shares	4,446,667
Basic and diluted net income per share, Class A ordinary shares subject to redemption \| $ / shares	$ 1.19
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares \| shares	3,145,000
Basic and diluted net loss per share, Non-redeemable ordinary shares \| $ / shares	$ (1.82)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($)	Class A ordinary sharesOrdinary Shares	Class B ordinary sharesOrdinary Shares	Class B ordinary shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020		$ 345		$ 24,655	$ (5,759)	$ 19,241
Balance at the beginning (in shares) at Dec. 31, 2020		3,450,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash paid in excess of fair value of Private Placement Warrants	$ 0	$ 0		967,000	0	967,000
Accretion of Class A Ordinary shares subject to possible redemption				$ (991,655)	(12,385,349)	(13,377,004)
Net loss			$ (5,709,760)		(405,698)	(405,698)
Balance at the end at Mar. 31, 2021		$ 345			$ (12,796,806)	$ (12,796,461)
Balance at the end (in shares) at Mar. 31, 2021		3,450,000

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Mar. 31, 2021USD ($)
Cash Flows from Operating Activities:
Net loss	$ (405,698)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrants	(48,350)
Transaction costs incurred in connection with IPO	364,321
Interest earned on marketable securities held in Trust Account	(2,586)
Unrealized loss (gain) on marketable securities held in Trust Account	(1,989)
Changes in operating assets and liabilities:
Prepaid expenses	(409,300)
Accrued expenses	56,869
Net cash used in operating activities	(446,733)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(138,000,000)
Net cash used in investing activities	(138,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	135,240,000
Proceeds from sale of Private Placement Warrants	4,835,000
Proceeds from promissory note - related party	31,159
Repayment of promissory note - related party	(194,200)
Payment of offering costs	(423,344)
Net cash provided by financing activities	139,488,615
Net Change in Cash	1,041,882
Cash - Beginning of period	175,366
Cash - End of period	1,217,248
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	155,019
Offering costs charges to additional paid-in capital	769,325
Initial value of warrants	9,250,000
Common stock subject to redemption	138,000,000
Deferred underwriting fee payable	$ 4,830,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Mar. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Ibere Pharmaceuticals (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 22, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 2, 2021, the Company had not commenced any operations. All activity for the period from October 22, 2020 (inception) through March 2, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering became effective on February 25, 2021. On March 2, 2021, the Company consummated the 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”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 1,800,000 Units, at $10.00 per Unit, generating gross proceeds of $138,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,835,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to PIPV Capital LLC (the “Sponsor”), generating gross proceeds of $4,835,000, which is described in Note 5. Transaction costs amounted to $8,359,325, consisting of $2,760,000 of underwriting fees, $4,830,000 of deferred underwriting fees and $769,325 of other offering costs. Following the closing of the Initial Public Offering on March 2, 2021, an amount of $138,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. 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 $10.00 per Public 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrant. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (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 (“SEC”) and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides 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 Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until March 2, 2023 to complete a Business Combination (the “Combination Period”). 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 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (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 Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity As of March 31, 2021, the Company had $1,217,248 in its operating bank accounts, $138,004,575 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $1,230,614. As of March 31, 2021, approximately $4,575 of the amount on deposit in the Trust Account represented interest income, which is available for working capital needs. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these condensed financial statements were issued. These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Prior to the consummation of the IPO, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 6) to the Sponsor, and a $300,000 in note payable to the Sponsor. Subsequent to the consummation of the Initial Public Offering, the Company received the net proceeds not held in the Trust Account of approximately $2.0 million. The Company fully repaid the note to the Sponsor in April 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (Note 6). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the Company has no borrowings under the Working Capital Loans. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	3 Months Ended
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	Mar. 31, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the SEC released a public statement (the “Public Statement”) informing market participants that warrants issued by SPACs may require classification as liabilities rather than equity, with changes in the fair value of the warrants reported in earnings each period, due to certain common provisions in SPAC warrant agreements providing for cash settlement in certain circumstances Following consideration of the guidance in the SEC’s Public Statement, the Company concluded the public and private warrants issued in connection with Ibere’s initial public offering did not meet the conditions to be classified as equity since the warrant agreement governing Ibere’s warrants includes a tender offer provision that would require the warrants to be classified as a liability measured at fair value, with changes in fair value reported each period in earnings. As a result, the Company recorded the warrants as liabilities in its condensed financial statements as of and for the three months ended March 31, 2021, included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 originally filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2021 (the “Original Quarterly Report”). However, subsequent to filing of the Original Quarterly Report, management has identified errors made in the historical financial statements related to its shareholders’ equity where on the date of issuance of the units, Ibere improperly allocated the net proceeds among the Class A ordinary shares subject to possible redemption and public warrants. Additionally, the Class A ordinary shares issued during the initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered outside Company control. Therefore, management concluded that Ibere should have classified all the Class A redeemable shares issued in the initial public offering in temporary equity and remeasured the shares to their redemption value (i.e., $10.00 per share) as of the end of the first reporting period after the date of Ibere’s initial public offering. As a result, Management has noted a reclassification error related to temporary equity and permanent equity. In addition, after further evaluation of the assumptions used in the valuation report as of March 2, 2021 and March 31, 2021 to value the warrants, the Company adjusted those assumptions and revised the fair value of the warrants as of March 2, 2021 and March 31, 2021. Impact of the Restatement The table below summarizes the effects of the restatement of the March 31, 2021 financial statements from what was previously filed in the Original Report as discussed above in the “As Restated” column. As Previously As Reported Adjustments Restated Condensed Balance sheet as of March 31, 2021 (unaudited) Warrant Liability $ 9,512,400 (310,750) 9,201,650 Total liabilities 14,738,334 (310,750) 14,427,584 Class A ordinary shares Subject to Possible Redemption 119,892,787 18,107,213 138,000,000 Class A ordinary shares 181 (181) — Additional Paid-in Capital 5,107,233 (5,107,233) — Accumulated Deficit (107,757) (12,689,049) (12,796,806) Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Change in fair value of warrants 352,050 (303,700) 48,350 Net loss (101,998) (303,700) (405,698) Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption 11,963,034 (7,516,367) 4,446,667 Basic and diluted net income per share, Class A ordinary shares subject to redemption — 1.19 1.19 Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 3,736,911 (591,911) 3,145,000 Basic and diluted net loss per share, Non-redeemable ordinary shares (0.03) (1.79) (1.82) These restatements result in non-cash, non-operating financial statement corrections and have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the prospectus for its Initial Public Offering as filed with the SEC on February 25, 2021, as well as the Company’s Current Report on Form 8-K/A, as filed with the SEC on August [ ], 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte-Carlo simulation model (see Note 10). Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account. Offering Costs Associated with the Initial Public Offering Offering costs incurred in connection with preparation of the Initial Public Offering, of approximately $8.4 million, consisted principally of underwriter discounts of $7.6 million (including $4.8 million of which payment is deferred) and approximately $769,000 of professional, printing, filing, regulatory and other costs. These expenses, together with the underwriting discounts and commissions, were allocated to the Class A ordinary shares and the public warrants. Amounts allocated to the Class A ordinary shares were recognized as a reduction to the Class A ordinary shares carrying value and the amounts allocated to the public warrants were expensed immediately. Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, 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 March 31, 2021, 13,800,000 ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s Balance Sheets. The Class A ordinary shares subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to the Public Warrants, the initial carrying amount of the ordinary shares is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the ordinary shares subject to possible redemption to their redemption amount (i.e., $10.00 per share) immediately as if the end of the first reporting period after the IPO, March 2, 2021, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the three months ended March 31, 2021, the Company recorded an accretion of $13,377,004, of which $991,655 was recorded in additional paid-in capital and $12,385,349 was recorded in accumulated deficit. Allocation of issuance costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC Topic 470-20, Debt with Conversion and Other Options (“ASC 470-20”), applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $8,359,325—consisting of $2,760,000 of underwriting fees, $4,830,000 of deferred underwriting commissions, and $769,325 of other offering costs—to the issuance of its Class A shares and Warrants in the amount of $7,995,004 and $364,321, respectively. Issuance costs attributed to the Warrants were expensed to the condensed statement of operations. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net income (loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of income (loss) per Class A redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the Net income (loss) attributable to both the Class A redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the company split the amount to be allocated using a ratio of 59% for the Class A public shares and 41% for the non-redeemable shares, reflective of the respective participation rights. The earnings per share presented in the condensed statement of operations is based on the following: For the three months ended March 31, 2021 Net Loss $ (405,698) Accretion of temporary equity to redemption value (13,377,004) Net loss including accretion of temporary equity to redemption value $ (13,782,702) For the three months ended March 31, 2021 Class A Class B Ordinary Shares Non- redeemable Subject to Redemption Ordinary Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (8,072,942) $ (5,709,760) Accretion of temporary equity to redemption value (13,377,004) — Allocation of net income (loss) $ 5,304,062 $ (5,709,760) Denominator: Weighted-average shares outstanding 4,446,667 3,145,000 Basic and diluted net income (loss) per share $ 1.19 $ (1.82) In connection with the underwriters’ full exercise of the over-allotment option on March 2, 2021, 450,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

PUBLIC OFFERING

PUBLIC OFFERING	3 Months Ended
PUBLIC OFFERING	Mar. 31, 2021
PUBLIC OFFERING
PUBLIC OFFERING	NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 13,800,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,800,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
PRIVATE PLACEMENT	Mar. 31, 2021
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,835,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,835,000 from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The difference between the initial fair value of $0.80 per Private Placement Warrants (or $3,868,000) (see Note 10) and the purchase of $1.00 per Private Placement Warrants of $967,000 was recorded in additional paid-in capital.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2021
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On November 15, 2020, the Sponsor purchased 2,875,000 Class B ordinary shares (the “Founder Shares”) for an aggregate consideration of $25,000. The Founder Shares included an aggregate of up to 450,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ overallotment was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). On February 25, 2021, the Company effected a share dividend of 575,000 Class B ordinary shares, resulting in there being an aggregate of 3,450,000 Founder Shares outstanding. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year Administrative Services Agreement The Company entered into an agreement, commencing on February 25, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, utilities and secretarial and administrative support. For the three months ended March 31, 2021 the Company incurred and paid $10,000 in fees for these services. Promissory Note — Related Party On November 15, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2021 or (i) the consummation of the Initial Public Offering. As of March 31, 2021 and December 31, 2020, there was $5,959 and $169,000, respectively, outstanding under the Promissory Note, which is currently due on demand. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company has not entered into any related party loans.

COMMITMENTS

COMMITMENTS	3 Months Ended
COMMITMENTS	Mar. 31, 2021
COMMITMENTS
COMMITMENTS	NOTE 7. COMMITMENTS Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on February 25, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) have registration rights requiring the Company to register a sale of any of its securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities under the Securities Act. In addition, the holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,830,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	3 Months Ended
SHAREHOLDERS' EQUITY	Mar. 31, 2021
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY	NOTE 8. SHAREHOLDERS’ EQUITY Preference Shares — Class A Ordinary Shares outstanding outstanding Class B Ordinary Shares Prior to a 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 a Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering, plus the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, except that such conversion of Founder Shares will never occur on a less than one for one basis

WARRANTS

WARRANTS	3 Months Ended
WARRANTS	Mar. 31, 2021
WARRANTS
WARRANTS	NOTE 9. WARRANTS Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its best efforts to file with the SEC a registration statement registering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective 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 60 business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrant holder; and ● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
FAIR VALUE MEASUREMENTS	Mar. 31, 2021
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2021, assets held in the Trust Account were comprised of $138,004,575 in money market funds which are invested primarily in U.S. Treasury Securities. Through March 31, 2021, the Company has not withdrawn any of interest earned on the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 138,004,575 Liabilities: Warrant Liability – Public Warrants 3 5,382,000 Warrant Liability – Private Placement Warrants 3 3,819,650 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying March 31, 2021 condensed balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on March 2, 2021, the date of the Company’s Initial Public Offering, using a Monte-Carlo simulation model for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte-Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: March 2, 2021 (Initial Input Measurement) Risk-free interest rate 0.82 % Term in years 5.8 Expected volatility 14.0 % Exercise price $ 11.50 Stock Price $ 9.60 On March 2, 2021, the Private Placement Warrants and Public Warrants were determined to be $0.80 and $0.78 per warrant for aggregate values of $3.87 million and $5.38 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The key inputs into the Monte-Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows as of March 31, 2021: Input March 31, 2021 Risk-free interest rate 1.08 % Term in years 5.7 Expected volatility 14.0 % Exercise price $ 11.50 Stock Price $ 9.50 As of March 31, 2021, the aggregate values of the Private Placement Warrants and Public Warrants were $3.82 million and $5.38 million, respectively. The following table presents the changes in the fair value of the Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 2, 2021 (IPO) 3,868,000 5,382,000 9,250,000 Change in valuation inputs or other assumptions (48,350) — (48,350) Fair value as of March 31, 2021 $ 3,819,650 $ 5,382,000 $ 9,201,650 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2021.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2021
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the prospectus for its Initial Public Offering as filed with the SEC on February 25, 2021, as well as the Company’s Current Report on Form 8-K/A, as filed with the SEC on August [ ], 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Warrant Liability	Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Monte-Carlo simulation model (see Note 10).
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in US Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account.
Offering Costs Associated With Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs incurred in connection with preparation of the Initial Public Offering, of approximately $8.4 million, consisted principally of underwriter discounts of $7.6 million (including $4.8 million of which payment is deferred) and approximately $769,000 of professional, printing, filing, regulatory and other costs. These expenses, together with the underwriting discounts and commissions, were allocated to the Class A ordinary shares and the public warrants. Amounts allocated to the Class A ordinary shares were recognized as a reduction to the Class A ordinary shares carrying value and the amounts allocated to the public warrants were expensed immediately.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, 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 March 31, 2021, 13,800,000 ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s Balance Sheets. The Class A ordinary shares subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to the Public Warrants, the initial carrying amount of the ordinary shares is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the ordinary shares subject to possible redemption to their redemption amount (i.e., $10.00 per share) immediately as if the end of the first reporting period after the IPO, March 2, 2021, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. For the three months ended March 31, 2021, the Company recorded an accretion of $13,377,004, of which $991,655 was recorded in additional paid-in capital and $12,385,349 was recorded in accumulated deficit.
Allocation of issuance costs	Allocation of issuance costs The Company accounts for the allocation of its issuance costs to its Warrants using the guidance in ASC Topic 470-20, Debt with Conversion and Other Options (“ASC 470-20”), applied by analogy. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The guidance also requires companies to use a consistent approach in allocating issuance costs between the instruments. Accordingly, the Company allocated its issuance costs of $8,359,325—consisting of $2,760,000 of underwriting fees, $4,830,000 of deferred underwriting commissions, and $769,325 of other offering costs—to the issuance of its Class A shares and Warrants in the amount of $7,995,004 and $364,321, respectively. Issuance costs attributed to the Warrants were expensed to the condensed statement of operations.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Net income (loss) per Ordinary Share	Net income (loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of income (loss) per Class A redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the Net income (loss) attributable to both the Class A redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the company split the amount to be allocated using a ratio of 59% for the Class A public shares and 41% for the non-redeemable shares, reflective of the respective participation rights. The earnings per share presented in the condensed statement of operations is based on the following: For the three months ended March 31, 2021 Net Loss $ (405,698) Accretion of temporary equity to redemption value (13,377,004) Net loss including accretion of temporary equity to redemption value $ (13,782,702) For the three months ended March 31, 2021 Class A Class B Ordinary Shares Non- redeemable Subject to Redemption Ordinary Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (8,072,942) $ (5,709,760) Accretion of temporary equity to redemption value (13,377,004) — Allocation of net income (loss) $ 5,304,062 $ (5,709,760) Denominator: Weighted-average shares outstanding 4,446,667 3,145,000 Basic and diluted net income (loss) per share $ 1.19 $ (1.82) In connection with the underwriters’ full exercise of the over-allotment option on March 2, 2021, 450,000 Founder Shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	3 Months Ended
	Mar. 31, 2021
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Schedule of restatement of financial statements	As Previously As Reported Adjustments Restated Condensed Balance sheet as of March 31, 2021 (unaudited) Warrant Liability $ 9,512,400 (310,750) 9,201,650 Total liabilities 14,738,334 (310,750) 14,427,584 Class A ordinary shares Subject to Possible Redemption 119,892,787 18,107,213 138,000,000 Class A ordinary shares 181 (181) — Additional Paid-in Capital 5,107,233 (5,107,233) — Accumulated Deficit (107,757) (12,689,049) (12,796,806) Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) Change in fair value of warrants 352,050 (303,700) 48,350 Net loss (101,998) (303,700) (405,698) Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption 11,963,034 (7,516,367) 4,446,667 Basic and diluted net income per share, Class A ordinary shares subject to redemption — 1.19 1.19 Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares 3,736,911 (591,911) 3,145,000 Basic and diluted net loss per share, Non-redeemable ordinary shares (0.03) (1.79) (1.82)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of calculation of basic and diluted net income (loss) per ordinary share	For the three months ended March 31, 2021 Net Loss $ (405,698) Accretion of temporary equity to redemption value (13,377,004) Net loss including accretion of temporary equity to redemption value $ (13,782,702) For the three months ended March 31, 2021 Class A Class B Ordinary Shares Non- redeemable Subject to Redemption Ordinary Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (8,072,942) $ (5,709,760) Accretion of temporary equity to redemption value (13,377,004) — Allocation of net income (loss) $ 5,304,062 $ (5,709,760) Denominator: Weighted-average shares outstanding 4,446,667 3,145,000 Basic and diluted net income (loss) per share $ 1.19 $ (1.82)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Mar. 31, 2021
FAIR VALUE MEASUREMENTS
Schedule of company's assets and liabilities are measured at fair value on recurring basis	Description Level March 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 138,004,575 Liabilities: Warrant Liability – Public Warrants 3 5,382,000 Warrant Liability – Private Placement Warrants 3 3,819,650
Schedule of Private Placement And Public Warrants	The key inputs into the Monte-Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: March 2, 2021 (Initial Input Measurement) Risk-free interest rate 0.82 % Term in years 5.8 Expected volatility 14.0 % Exercise price $ 11.50 Stock Price $ 9.60 The key inputs into the Monte-Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows as of March 31, 2021: Input March 31, 2021 Risk-free interest rate 1.08 % Term in years 5.7 Expected volatility 14.0 % Exercise price $ 11.50 Stock Price $ 9.50
Schedule of change in the fair value of the warrant liabilities	Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 2, 2021 (IPO) 3,868,000 5,382,000 9,250,000 Change in valuation inputs or other assumptions (48,350) — (48,350) Fair value as of March 31, 2021 $ 3,819,650 $ 5,382,000 $ 9,201,650

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)	Mar. 02, 2021USD ($)$ / sharesshares	Oct. 22, 2020	Mar. 31, 2021USD ($)$ / shares	Oct. 31, 2020$ / shares
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants			$ 4,835,000
Transaction Costs			8,359,325
Underwriting fees			2,760,000
Deferred underwriting fee payable			4,830,000
Other offering costs			769,325
Condition for future business combination number of businesses minimum		1
Payments for investment of cash in Trust Account			$ 138,000,000
Condition for future business combination use of proceeds percentage			80
Condition for future business combination threshold Percentage Ownership			50
Condition for future business combination threshold Net Tangible Assets			$ 5,000,001
Redemption limit percentage without prior consent			15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100.00%
Interest income deposit in the Trust Account			$ 4,575
Operating bank accounts			1,217,248
working capital			1,230,614
Securities held in Trust Account			138,004,575
Contribution from sponsor			25,000
Proceeds from Related Party Debt			31,159
Net proceeds not held in trust account			2,000,000
Working capital loans			1,500,000
Borrowings under working capital loans			0
Maximum Allowed Dissolution Expenses			$ 100,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Price of warrant \| $ / shares			$ 1
Sponsor
Subsidiary, Sale of Stock [Line Items]
Proceeds from Related Party Debt			$ 300,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	13,800,000
Purchase price, per unit \| $ / shares	$ 10			$ 10
Proceeds from issuance initial public offering	$ 138,000,000
Payments for investment of cash in Trust Account	$ 138,000,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares	4,835,000
Price of warrant \| $ / shares	$ 1
Proceeds from sale of Private Placement Warrants	$ 4,835,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold \| shares	1,800,000
Purchase price, per unit \| $ / shares	$ 10

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Redemption price	$ 10
Warrant Liability	$ 9,201,650
Total liabilities	14,427,584	$ 657,125
Class A ordinary shares Subject to Possible Redemption	138,000,000
Additional Paid-in Capital		24,655
Accumulated Deficit	$ (12,796,806)	$ (5,759)
Change in fair value of warrants	48,350
Net loss	$ (405,698)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption	4,446,667
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$ 1.19
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares	3,145,000
Basic and diluted net loss per share, Non-redeemable ordinary shares	$ (1.82)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liability	$ 9,512,400
Total liabilities	14,738,334
Class A ordinary shares Subject to Possible Redemption	119,892,787
Class A ordinary shares	181
Additional Paid-in Capital	5,107,233
Accumulated Deficit	$ (107,757)
Change in fair value of warrants	352,050
Net loss	$ (101,998)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption	11,963,034
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares	3,736,911
Basic and diluted net loss per share, Non-redeemable ordinary shares	$ (0.03)
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liability	$ (310,750)
Total liabilities	(310,750)
Class A ordinary shares Subject to Possible Redemption	18,107,213
Class A ordinary shares	(181)
Additional Paid-in Capital	(5,107,233)
Accumulated Deficit	$ (12,689,049)
Change in fair value of warrants	(303,700)
Net loss	$ (303,700)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption	(7,516,367)
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$ 1.19
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares	(591,911)
Basic and diluted net loss per share, Non-redeemable ordinary shares	$ (1.79)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Mar. 02, 2021
Marketable securities held in Trust Account	$ 138,004,575	$ 0
Transaction Costs	8,359,325
Underwriting fees payable including the deferred fees	7,600,000
Underwriting fees	2,760,000
Deferred underwriting fee payable	4,830,000
Other offering costs	$ 769,325
Ordinary shares, shares subject to possible redemption	48,350
Redemption price	$ 10
Accretion to redemption value	$ 13,377,004
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	0	0
Tax provision	$ 0	$ 0
Net income loss allocation ratio	41.00%
Federal Depository Insurance Coverage	$ 250,000
Additional Paid-in Capital
Accretion to redemption value	991,655
Accumulated Deficit
Accretion to redemption value	12,385,349
Warrants
Transaction Costs	364,321
Class A ordinary shares
Transaction Costs	$ 7,995,004
Ordinary shares, shares subject to possible redemption	13,800,000	0
Purchase price, per unit	$ 10
Redemption price	$ 10
Net income loss allocation ratio	59.00%
Class B ordinary shares
Shares subject to forfeiture			450,000

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Net Loss per Common Share (Details)	3 Months Ended
	Mar. 31, 2021USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net loss	$ (405,698)
Accretion of temporary equity to redemption value	(13,377,004)
Net loss including accretion of temporary equity to redemption value	$ (13,782,702)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basic and diluted net income (loss) per share (Details)	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Numerator:
Allocation of net loss including accretion of temporary equity	$ (13,782,702)
Accretion of temporary equity to redemption value	13,377,004
Allocation of net income (loss)	$ (405,698)
Denominator:
Weighted-average shares outstanding \| shares	4,446,667
Basic and diluted net income (loss) per share \| $ / shares	$ 1.19
Weighted-average shares outstanding \| shares	3,145,000
Basic and diluted net income (loss) per share \| $ / shares	$ (1.82)
Class A Common Stock Subject to Redemption
Numerator:
Allocation of net loss including accretion of temporary equity	$ (8,072,942)
Accretion of temporary equity to redemption value	(13,377,004)
Allocation of net income (loss)	$ 5,304,062
Denominator:
Weighted-average shares outstanding \| shares	4,446,667
Basic and diluted net income (loss) per share \| $ / shares	$ 1.19
Class B ordinary shares
Numerator:
Allocation of net loss including accretion of temporary equity	$ (5,709,760)
Allocation of net income (loss)	$ (5,709,760)
Denominator:
Weighted-average shares outstanding \| shares	3,145,000
Basic and diluted net income (loss) per share \| $ / shares	$ (1.82)

PUBLIC OFFERING (Details)

PUBLIC OFFERING (Details) - $ / shares	Mar. 02, 2021	Oct. 31, 2020
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants	$ 0.78
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	13,800,000
Purchase price, per unit	$ 10	$ 10
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,800,000
Purchase price, per unit	$ 10

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)	Mar. 02, 2021	Mar. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price		$ 4,835,000
Additional Paid in Capital			$ 24,655
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Change in fair value of warrant liabilities		$ 3,868,000
Price of warrants		$ 1
Exercise price of warrant	$ 0.80	$ 0.80
Additional Paid in Capital		$ 967,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	4,835,000
Price of warrants	$ 1
Aggregate purchase price	$ 4,835,000
Private Placement \| Private Placement Warrants \| Class A ordinary shares
Subsidiary, Sale of Stock [Line Items]
Number of shares per warrant	1
Exercise price of warrant	$ 11.50

RELATED PARTY TRANSACTIONS - (D

RELATED PARTY TRANSACTIONS - (Details)	Feb. 25, 2021USD ($)shares	Nov. 15, 2020USD ($)shares	Mar. 31, 2021USD ($)D$ / sharesshares	Mar. 02, 2021shares	Dec. 31, 2020USD ($)shares
Related Party Transaction [Line Items]
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent)		20.00%
Office space and administrative support expenses \| $	$ 10,000
Service fee \| $			$ 10,000
Aggregate principal amount \| $		$ 300,000
Promissory note, outstanding \| $			5,959		$ 169,000
Working capital loans \| $			$ 1,500,000
Price per warrant (in Dollars per share) \| $ / shares			$ 1
Class B ordinary shares
Related Party Transaction [Line Items]
Shares subject to forfeiture				450,000
Common shares, shares outstanding (in shares)	3,450,000		3,450,000		3,450,000
Sponsor \| Class B ordinary shares
Related Party Transaction [Line Items]
Number of shares issued		2,875,000
Consideration received, shares		25,000
Share dividend	575,000
Restrictions on transfer period of time after business combination completion			1 year
Over-allotment option \| Class B ordinary shares
Related Party Transaction [Line Items]
Shares subject to forfeiture		450,000			450,000
Founder Shares \| Sponsor \| Class B ordinary shares
Related Party Transaction [Line Items]
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences \| D			150

COMMITMENTS (Details)

COMMITMENTS (Details)	3 Months Ended
COMMITMENTS (Details)	Mar. 31, 2021USD ($)$ / shares
COMMITMENTS
Deferred fee per unit \| $ / shares	$ 0.35
Aggregate deferred underwriting fee payable \| $	$ 4,830,000

SHAREHOLDERS' EQUITY - Preferre

SHAREHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
SHAREHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

SHAREHOLDERS' EQUITY - Common S

SHAREHOLDERS' EQUITY - Common Stock Shares (Details)	3 Months Ended
SHAREHOLDERS' EQUITY - Common Stock Shares (Details)	Mar. 31, 2021Vote$ / sharesshares	Feb. 25, 2021shares	Dec. 31, 2020$ / sharesshares
Class of Stock [Line Items]
Ratio to be applied to the stock in the conversion	20
Class A ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	300,000,000		300,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	0		0
Common shares, shares outstanding (in shares)	0		0
Class A ordinary shares including subject to possible redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)	13,800,000
Common shares, shares outstanding (in shares)	13,800,000
Class B ordinary shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	30,000,000		30,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	3,450,000		3,450,000
Common shares, shares outstanding (in shares)	3,450,000	3,450,000	3,450,000

WARRANTS (Details)

WARRANTS (Details)	3 Months Ended
WARRANTS (Details)	Mar. 31, 2021D$ / shares	Mar. 02, 2021shares
Class of Warrant or Right [Line Items]
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30
Threshold number of business days before sending notice of redemption to warrant holders	3
Redemption period of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share) \| $ / shares	$ 18
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination \| $ / shares	$ 9.20
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold trading days for calculating Market Value	20
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Class B ordinary shares
Class of Warrant or Right [Line Items]
Shares subject to forfeiture \| shares		450,000
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Assets:
Marketable securities held in Trust Account	$ 138,004,575	$ 0
U.S. Treasury Securities
Assets:
Marketable securities held in Trust Account	138,004,575
Level 1 \| Recurring
Assets:
Marketable securities held in Trust Account	138,004,575
Level 3 \| Public Warrants \| Recurring
Liabilities:
Warranty liability	5,382,000
Level 3 \| Private Placement Warrants \| Recurring
Liabilities:
Warranty liability	$ 3,819,650

FAIR VALUE MEASUREMENTS - Binom

FAIR VALUE MEASUREMENTS - Binomial Lattice Simulation Model (Details)	Mar. 31, 2021$ / shares	Mar. 02, 2021
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	1.08	0.82
Term in years
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	5.7	5.8
Expected volatility (before de-SPAC)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	14	14
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Measurement Input	9.50	9.60

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Recurring	3 Months Ended
	Mar. 31, 2021USD ($)
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning	$ 0
Initial measurement on March 2, 2021	9,250,000
Change in valuation inputs or other assumptions	(48,350)
Fair value, ending	9,201,650
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning	0
Initial measurement on March 2, 2021	3,868,000
Change in valuation inputs or other assumptions	(48,350)
Fair value, ending	3,819,650
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning	0
Initial measurement on March 2, 2021	5,382,000
Change in valuation inputs or other assumptions	0
Fair value, ending	$ 5,382,000

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)	Mar. 31, 2021	Mar. 02, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 138,004,575		$ 0
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.80	$ 0.80
Warrants and Rights Outstanding	$ 3,820,000	$ 3,870,000
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.78
Warrants and Rights Outstanding	5,380,000	$ 5,380,000
U.S. Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 138,004,575