10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

TWIN RIDGE CAPITAL ACQUISITION CORP.

 (Exact name of registrant as specified in its charter)

Cayman Islands	001-40157	98- 1577338
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

999 Vanderbilt Beach Road, Suite 200
Naples, Florida	34108
(Address of principal executive offices)	(Zip Code)

(212) 235-0292

 (Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	TRCA.U	New York Stock Exchange
Class A Ordinary Shares included as part of the units	TRCA	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	TRCA WS	New York Stock Exchange

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 26, 2021, 2,578,982 Class A ordinary shares, par value $0.0001, and 5,327,203 Class B ordinary shares, par value $0.0001, were issued and outstanding.

TWIN RIDGE CAPITAL ACQUISITION CORP.

Quarterly Report on Form 10-Q

Table of Contents

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Unaudited Condensed Balance Sheet as of March 31, 2021	1
	Unaudited Condensed Statement of Operations for the period from January 7, 2021 (inception) through March 31, 2021	2
	Unaudited Condensed Statement of Changes in Shareholder’s Equity for the period from January 7, 2021 (inception) through March 31, 2021	3
	Unaudited Condensed Statement of Cash Flows for the period from January 7, 2021 (inception) through March 31, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	22
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
SIGNATURES		25

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

TWIN RIDGE CAPITAL ACQUISITION CORP.

UNAUDITED CONDENSED BALANCE SHEETS

	March 31, 2021
Assets
Current assets:
Cash	$	2,137,222
Receivable from Sponsor		15,771
Prepaid expenses		660,245
Total current assets		2,813,238
Cash held in Trust Account		213,088,130
Total Assets	$	215,901,368
Liabilities and Shareholders’ Equity
Current liabilities:
Due to related party		9,058
Total current liabilities		9,058
Warrant liability		16,135,914
Deferred underwriting discount		7,458,085
Total liabilities		23,603,057
Commitments
Class A ordinary shares subject to possible redemption, 18,729,831 shares at redemption value		187,298,310
Shareholders’ Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,578,982 shares issued and outstanding (excluding 18,729,831 shares subject to possible redemption)		258
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding (1)		575
Additional paid-in capital		5,602,679
Accumulated deficit		(603,511	)
Total shareholders’ equity		5,000,001
Total Liabilities and Shareholders’ Equity	$	215,901,368

(1)   This number includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed financial statements.

1

TWIN RIDGE CAPITAL ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

	For the Period from January 7, 2021 (Inception) through March 31, 2021
Formation and operating costs	$	69,502
Loss from operations		(69,502	)
Other income (expense)
Warrant issuance costs		(539,844	)
Change in fair value of warrant liability		5,835
Total other expense		(534,009	)
Net loss	$	(603,511	)
Basic and diluted weighted average shares outstanding, ordinary share subject to redemption	$	5,175,484
Basic and diluted net income per share	$	-
Basic and diluted weighted average shares outstanding, ordinary share (1)	$	6,401,527
Basic and diluted net loss per share	$	(0.09	)

(1)   This number excludes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed financial statements.

2

TWIN RIDGE CAPITAL ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

	Class A Ordinary Shares						Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders'
	Shares			Amount			Shares (1)		Amount		Capital			Deficit			Equity
Balance as of January 7, 2021 (inception)		-		$	-			-	$	-	$	-		$	-		$	-
Class B ordinary shares issued to Sponsor		-			-			5,750,000		575		24,425			-			25,000
Sale of 20,000,000 Units on March 8, 2021 through IPO		20,000,000			2,000			-		-		199,998,000			-			200,000,000
Sale of 1,308,813 Units on March 10, 2021 through over-allotment		1,308,813			131			-		-		13,087,999			-			13,088,130
Sale of 5,107,842 Private Placement Warrants to Sponsor in private placement		-			-			-		-		7,661,764			-			7,661,764
Underwriting fee		-			-			-		-		(4,261,764	)		-			(4,261,764	)
Deferred underwriting fee		-			-			-		-		(7,458,085	)		-			(7,458,085	)
Offering costs charged to the shareholders' equity		-			-			-		-		(551,318	)		-			(551,318	)
Initial classification of warrant liability		-			-			-		-		(16,141,749	)		-			(16,141,749	)
Reclassification of offering costs related to warrants		-			-			-		-		539,844			-			539,844
Net loss		-			-			-		-		-			(603,511	)		(603,511	)
Change in Class A ordinary shares subject to possible redemption		(18,729,831	)		(1,873	)		-		-		(187,296,437	)		-			(187,298,310	)
Balance as of March 31, 2021		2,578,982		$	258			5,750,000	$	575	$	5,602,679		$	(603,511	)	$	5,000,001

(1)   This number includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed financial statements.

3

TWIN RIDGE CAPITAL ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

	For the Period from January 7, 2021 (Inception) through March 31, 2021
Cash flows from Operating Activities:
Net loss	$	(603,511	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability		(5,835	)
Warrant issuance costs		539,844
Changes in current assets and current liabilities:
Prepaid expenses		(660,245	)
Accrued offering costs and expenses		60,094
Due to related party		9,058
Net cash used in operating activities		(660,595	)
Cash Flows from Investing Activities:
Cash held in Trust Account		(213,088,130	)
Net cash used in investing activities		(213,088,130	)
Cash flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ fees		208,826,366
Proceeds from private placement		7,661,764
Proceeds from issuance of founder shares		25,000
Repayment to promissory note to related party		(75,865	)
Payments of offering costs		(551,318	)
Net cash provided by financing activities		215,885,947
Net change in cash		2,137,222
Cash, beginning of the period		-
Cash, end of the period	$	2,137,222
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	$	7,458,085
Initial value of Class A ordinary shares subject to possible redemption	$	175,516,420
Change in value of Class A ordinary shares subject to possible redemption	$	11,781,890
Initial classification of warrant liability	$	16,141,749
Deferred offering costs paid by Sponsor loan	$	60,094

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

TWIN RIDGE CAPITAL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Organization and General

Twin Ridge Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on January 7, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company.

The Company has selected December 31 as its fiscal year end.

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 7, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the Initial Public Offering (as defined below), the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense).

The Company’s sponsor is Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

Financing

The registration statement for the Company’s IPO was declared effective on March 3, 2021 (the “Effective Date”). On March 8, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4.

Simultaneously with the closing of the IPO, the Company consummated the sale of 4,933,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,400,000, which is discussed in Note 5.

Transaction costs amounted to $11,551,318 consisting of $4,000,000 of underwriting discount, $7,000,000 of deferred underwriting discount, and $551,318 of other offering costs.

The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $13,088,130, and incurred $261,764 in cash underwriting fees and $458,085 in deferred underwriting fees.

5

Trust Account

Following the closing of the IPO on March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO ( the “Combination Period” ) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

 Initial Business Combination

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

The ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

If the Company has not consummated an initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (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 liquidation 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 6), (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the Combination Period), and (iv) vote their Founder Shares and public shares in favor of the initial Business Combination.

6

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Capital Resources

As of March 31, 2021, the Company had approximately $2.1 million in its operating bank account, and working capital of approximately $2.8 million.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the founder shares (see Note 6), and the loan under an unsecured promissory note from the Sponsor of $60,094 (see Note 6). The Company fully paid the note to the Sponsor on March 15, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). To date, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note 2 — Restatement of Previously Issued Financial Statements

On April 12, 2021, the Staff of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the "SEC Statement"). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of March 3, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agreement"). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 7,102,938 Public Warrants and (ii) the 5,107,842 Private Placement Warrants (See Note 4 and Note 5). The Company previously accounted for all Warrants as components of equity.

7

In further consideration of the guidance in Accounting Standards Codification ("ASC") 815-40, Derivatives and Hedging; Contracts in Entity's Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.

After consultation with the Company's independent registered public accounting firm, the Company's management and the audit committee of the Company's Board of Directors concluded that it is appropriate to restate the Company's previously issued audited balance sheet as of March 8, 2021 as previously reported in its Form 8-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein.

The following tables summarize the effect of the restatement on each balance sheet line item as of the date:

	As Previously Reported			Adjustment			As Restated
Balance Sheet at March 8, 2021 (audited)
Warrant Liability	$	-		$	15,334,757		$	15,334,757
Class A ordinary shares subject to possible redemption		190,851,180			(15,334,760	)		175,516,420
Class A ordinary share		91			154			245
Additional paid-in capital		5,021,836			508,025			5,529,861
Accumulated deficit	$	(22,498	)	$	(508,176	)	$	(530,674	)

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the period from January 7, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 12, 2021 and March 5, 2021, respectively.

Emerging Growth Company Status

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.

8

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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 statement, which management considered in formulating its estimate, could change in the future. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021.

Cash Held in Trust Account

At March 31, 2021, the assets held in the Trust Account were held in cash. At March 31, 2021, the Company had $213,088,130 in cash held in the Trust Account.

Fair Value Measurements

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

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

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

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

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

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, receivable from Sponsor, and due to related party are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments.

9

The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 3.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	March 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	213,088,130	$	213,088,130	$	-	$	-
	$	213,088,130	$	213,088,130	$	-	$	-
Liabilities:
Warrant Liability	$	16,135,914	$	-	$	-	$	16,135,914
	$	16,135,914	$	-	$	-	$	16,135,914

The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected share-price volatility (pre-merger and post-merger), expected term, dividend yield and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Once the warrants become exercisable, the Company may redeem the outstanding warrants when the price per ordinary share equals or exceeds $18.00. The assumptions used in calculating the estimated fair values at the end of the reporting period represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

The key inputs into the Monte Carlo simulation model for the warrant liability were as follows:

Input	March 8, 2021 (Initial Measurement)			March 31, 2021
Expected term (years)		6.32			6.25
Expected volatility		24.2	%		24.4	%
Risk-free interest rate		1.14	%		1.22	%
Fair value of the common stock price	$	9.56		$	9.51

The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from January 7, 2021 (inception) through March 31, 2021:

	Warrant Liability
Fair value as of January 7, 2021 (inception)	$	—
Initial fair value of warrant liability upon issuance at IPO		15,334,757
Initial fair value of warrant liability upon issuance at over-allotment		806,992
Revaluation of warrant liability included in other expense within the statement of operations for the period from January 7, 2021 (inception) through March 31, 2021		(5,835	)
Fair value as of March 31, 2021	$	16,135,914

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

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Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary share outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 12,210,780 ordinary shares in the aggregate.

The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per ordinary share. Net income per ordinary share, basic and diluted, for redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to redeemable ordinary share, by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable ordinary shares includes the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.

	For the Period from January 7, 2021 (Inception) through March 31, 2021
Ordinary shares subject to possible redemption
Numerator: net income allocable to ordinarys shares subject to possible redemption amortized interest income on marketable securities held in trust	$	-
Less: interest available to be withdrawn for payment of taxes		-
Net income allocable to ordinary shares subject to possible redemption	$	-
Denominator: weighted average redeemable ordinary shares, basic and diluted		5,175,484
Basic and diluted net income per share, redeemable ordinary shares	$	-
Non-redeemable ordinary shares
Numerator: net loss minus redeemable net earnings
Net loss	$	(603,511	)
Redeemable net earnings		-
Non-redeemable net loss	$	(603,511	)
Denominator: weighted average non-redeemable ordinary shares basic and diluted weighted average shares outstanding, ordinary shares		6,401,527
Basic and diluted net loss per share, ordinary shares	$	(0.09	)

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to the shareholders’ equity. The Company incurred offering costs amounting to $12,271,166 as a result of the Initial Public Offering consisting of a $4,261,764 underwriting fee $7,458,085 of deferred underwriting fees and $551,318 of other offering costs). The Company recorded $11,731,272 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $539,844 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument.

FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to the fair value of the warrants and then the Class A ordinary shares.

Income Taxes

The Company accounts for income taxes under FASB 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.

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FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. 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.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Risks and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the ”COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recent Accounting Pronouncements

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

Note 4 — Initial Public Offering

Pursuant to the IPO on March 8, 2021, the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units.

Following the closing of the IPO on March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

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Public Warrants

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, 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, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The warrants will become exercisable on the later of one year from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act, and in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

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

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

● in whole and not in part;

● at a price of $0.01 per warrant;

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

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.

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

● in whole and not in part;

● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares except as otherwise described above;

● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.

Note 5 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,400,000, in a private placement. The proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account.

Pursuant to the underwriters’ partial exercise of the over-allotment option on March 10, 2021, the Sponsor purchased an additional 174,509 Private Placement Warrants.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

Note 6 — Related Party Transactions

Founder Shares

On January 12, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. Up to 750,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On February 23, 2021, 20,000 shares were transferred to each of the three independent directors. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture.

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The Sponsor, directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property ( the “Lock-up”).

Due to Related Parties

The balance of $9,058 represents $9,032 accrued for the administrative support services provided by Sponsor as of March 31, 2021 and $26 operating expenses paid by one related party on behalf of the Company.

Promissory Note — Related Party

On January 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of November 30, 2021 or the closing of the IPO. During the period from January 12, 2021 through March 31, 2021, the Company had borrowed $60,094 under the promissory note. On March 15, 2021, the Company paid the promissory note in full and overpaid $15,771, which was recorded as a receivable from Sponsor on the unaudited condensed balance sheet. The Sponsor returned the overpayment to the Company on May 10, 2021.

Working Capital Loans

In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. 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 $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Service Fee

Commencing on the date that the Company’s securities are first listed on NYSE, the Company will reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of March 31, 2021, the Company has recorded $9,032 for the period from March 3, 2021 through March 31, 2021.

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Note 7 — Commitments and Contingencies

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on March 3, 2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

The Company granted the underwriters a 45-day option from March 3, 2021 to purchase up to an additional 3,000,000 units to cover over-allotments.

On March 8, 2021, the Company paid a fixed underwriting discount of $4,000,000, which was calculated as two percent (2%) of the gross proceeds of the IPO. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $7,000,000, upon the completion of the Company’s initial Business Combination.

On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units.

Note 8 — Shareholders’ Equity

Preference shares— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares— The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2021, there were 2,578,982 Class A ordinary shares issued and outstanding, excluding 18,729,831 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares— The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. At March 31, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding. Of the 5,750,000 Class B ordinary shares, an aggregate of up to 750,000 shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

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Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued. Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “TWIN RIDGE CAPITAL ACQUISITION CORP.,” “our,” “us” or “we” refer to TWIN RIDGE CAPITAL ACQUISITION CORP. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

Overview

We are a blank check company incorporated on January 7, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.

The issuance of additional shares in a business combination:

• may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

• may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

• could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

• may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

• may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and

• may not result in adjustment to the exercise price of our warrants.

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Similarly, if we issue debt or otherwise incur significant debt, it could result in:

• default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

• our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

• our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

• our inability to pay dividends on our Class A ordinary shares;

• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

• limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We expect to continue to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete a business combination will be successful.

Results of Operations

Our entire activity since inception up to March 31, 2021 relates to our formation, the Initial Public Offering and, since the closing of the Initial Public Offering, a search for a Business Combination candidate. We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest.

For the period from January 7, 2021 through March 31, 2021, we had net loss of $ $603,511, which was comprised of operating costs of $69,502, warrant issuance costs of $539,844, and unrealized gain on change in fair value of warrants of $5,835.

Liquidity and Capital Resources

As of March 31, 2021, we had approximately $2.1 million in our operating bank account, and working capital of approximately $2.8 million.

Prior to the completion of the Initial Public Offering, our liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the founder shares, and the loan under an unsecured promissory note from the Sponsor of $60,094. We fully paid the note to the Sponsor on March 15, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, our liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. To date, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

18

Critical Accounting Policies and Estimates

The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies:

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary share outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 12,210,780 ordinary shares in the aggregate.

Off-Balance Sheet Arrangements

As of March 31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

19

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a public statement (the “SEC Warrant Accounting Statement”) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”). The SEC Warrant Accounting Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The SEC Warrant Accounting Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a lability measured at fair value, with changes in fair value each period reported in earnings.”

The warrant agreement governing the Company’s warrants includes a provision that provides for potential changes to the settlement amounts dependent on the characteristics of the holder of the warrant. Upon review of the statement, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant.

The Company previously classified the public warrants and private placement warrants issued in connection with the Company’s initial public offering as equity instruments. Upon further consideration of the rules and guidance, management of the Company concluded that the warrants are precluded from equity classification. As a result, the warrants should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations.

On May 20, 2021, the Company’s management and the Audit Committee of the Company’s board of directors, after consultation with management and a discussion with Marcum LLP, the Company’s independent registered public accounting firm, concluded that its balance sheet as of March 8, 2021 should no longer be relied upon based on the correction of an error as described above and such financial statement was restated.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. In connection with the preparation of this Form 10-Q, we revised our prior position on accounting for warrants. Based upon their evaluation, and in light of the SEC Staff Statement, our Chief Executive Officer and Chief Financial Officer concluded that, solely due to the Company's restatement of its March 8, 2021 financial statement to reclassify the Company's warrants, the Company's disclosure controls and procedures (as defined in Rules 13a- 15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of March 31, 2021. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the evaluation of the SEC's recent statement regarding SPAC accounting matters and management's subsequent re-evaluation of its previously issued financial statement, the Company determined that there were errors in its accounting for its warrants. Management concluded that a deficiency in internal control over financial reporting existed relating to the accounting treatment for complex financial instruments and that the failure to properly account for such instruments constituted a material weakness as defined in the SEC regulations. This material weakness resulted in the restatement of the Company's audited financial statement as of March 8, 2021.

20

Restatement of Previously Issued Financial Statements

We revised our prior position on accounting for warrants and have provided an update to our March 8, 2021 financial statement to reclassify the Company's warrants as described in Note 2 of the accompanying financial statements. However, the noncash adjustments to the financial statement do not impact the amounts previously reported for our cash and cash equivalents or total assets.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the Restatement of our financial statement included in this Quarterly Report, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

 None.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in the Company’s final prospectus for the Initial Public Offering as filed with the SEC on March 5, 2021, except for the below risk factors. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

21

Our Warrants are accounted for as liabilities and the changes in value of our Warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on warrants that have certain settlement terms and provisions related to certain tender offers or warrants which do not meet the criteria to be considered indexed to an entity’s own stock, which terms are similar to those contained in the warrant agreement governing our Warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our 7,102,938 Public Warrants and 5,107,842 Private Placement Warrants, and determined that the Warrants should be reclassified as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as of December 31, 2020 contained elsewhere in this Form 10-Q are derivative liabilities related to embedded features contained within our Warrants. Accounting Standards Codification 815-40, "Derivatives and Hedging —Contracts on an Entity's Own Equity", provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our Warrants each reporting period and that the amount of such gains or losses could be material.

We have identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following issuance of the SEC Staff Statement on April 12, 2021, and after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously issued audited balance sheet as of March 8, 2021 to account for the warrants as liabilities measured at fair value, rather than equity securities (the “Restatement”). See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.”  As a result of these events, which led to the Restatement, we have identified a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. If we identify any new material weakness in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and the price of our securities may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

Unregistered Sales

On January 12, 2021, our Sponsor paid an aggregate of $25,000 for certain of our expenses in exchange for issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). Our Sponsor agreed to forfeit up to an aggregate of 750,000 Founder Shares to the extent that the option to purchase additional Units is not exercised in full by the underwriters or is reduced, so that the Founder Shares will represent 20% of our issued and outstanding shares after the Initial Public Offering. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase as additional 1,308,813 Units, leaving an aggregate of 422,797 Class B ordinary shares subject to forfeiture. Such securities were issued in connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

22

On March 8, 2021 our Sponsor purchased 4,933,333 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $7.4 million, in a private placement that closed simultaneously with the closing of the Initial Public Offering. On March 10, 2021, pursuant to a partial exercise of the underwriters’ over-allotment option, our Sponsor purchased an additional 174,509 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $261,762.00. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Use of Proceeds

On March 8, 2021, we consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200.0 million.  The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On March 10, 2021 the underwriters partially exercised their overallotment option to purchase an additional 1,308,813 units, at $10.00 per Unit, generating gross proceeds of $13,088,130 million.

In connection with the Initial Public Offering, we incurred offering costs of approximately $12.3 million, inclusive of approximately $7.5 million in deferred underwriting commissions. Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering expenses, $213,088,130 million of the net proceeds from our Initial Public Offering and certain of the proceeds from the private placement of the Private Placement Warrants (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.

There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

23

Item 6. Exhibits.

Exhibit Number	Description
31.1	Certification of Co-Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Co-Chief Executive Officer and Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Co-Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 28th day of May 2021.

Twin Ridge Capital Acquisition Corp.
By:	/s/ William P. Russell, Jr.
Name:	William P. Russell, Jr.
Title:	Co-Chief Executive Officer and Chief Financial Officer

25

EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sanjay K. Morey, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period from January 7, 2021 (inception) through March 31, 2021 of Twin Ridge Capital Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 28, 2021	By:	/s/ Sanjay K. Morey
		Sanjay K. Morey
		Co-Chief Executive Officer and President
		(Co-Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,William P. Russell, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period from January 7, 2021 (inception) through March 31, 2021 of Twin Ridge Capital Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. [Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 28, 2021	By:	/s/ William P. Russell, Jr.
		William P. Russell, Jr.
		Co-Chief Executive Officer and Chief Financial Officer
		(Co-Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Twin Ridge Capital Acquisition Corporation (the “Company”) on Form 10-Q for the period from January 7, 2021 (inception) through March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sanjay K. Morey, Co-Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 28, 2021

/s/ Sanjay K. Morey
Name:	Sanjay K. Morey
Title:	Co-Chief Executive Officer President
	(Co-Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Twin Ridge Capital Acquisition Corporation (the “Company”) on Form 10-Q for the period from January 7, 2021 (inception) through March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William P. Russell, Jr., Co-Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 28, 2021

/s/ William P. Russell, Jr.
Name:	William P. Russell, Jr.
Title:	Co-Chief Executive Officer and Chief Financial Officer
	(Co-Principal Executive & Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 26, 2021
Entity Listings [Line Items]
Entity Registrant Name	Twin Ridge Capital Acquisition Corp.
Entity Central Index Key	0001840353
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Address, State or Province	FL
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
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		2,578,982
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,327,203

XML

UNAUDITED CONDENSED BALANCE SHEETS	Mar. 31, 2021 USD ($)
Current assets
Cash	$ 2,137,222
Receivable from Sponsor	15,771
Prepaid expenses	660,245
Total current assets	2,813,238
Cash held in Trust Account	213,088,130
Total Assets	215,901,368
Current liabilities:
Due to related party	9,058
Total current liabilities	9,058
Warrant liability	16,135,914
Deferred underwriting discount	7,458,085
Total liabilities	23,603,057
Commitments
Class A ordinary shares subject to possible redemption, 18,729,831 shares at redemption value	187,298,310
Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0
Additional paid-in capital	5,602,679
Accumulated deficit	(603,511)
Total shareholders' equity	5,000,001
Total Liabilities and Shareholders' Equity	215,901,368
Class A Ordinary Shares [Member]
Shareholders' Equity:
Ordinary shares	258
Class B Ordinary Shares [Member]
Shareholders' Equity:
Ordinary shares	$ 575	[1]

[1] This number includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture.

XML

UNAUDITED CONDENSED BALANCE SHEETS (Parenthetical)	Mar. 31, 2021 $ / shares shares
Shareholders' Equity:
Preference shares, par value (in dollars per share) | $ / shares	$ 0.0001
Preference shares, shares authorized (in shares)	1,000,000
Preference shares, shares issued (in shares)	0
Preference shares, shares outstanding (in shares)	0
Class A Ordinary Shares [Member]
Liabilities and Shareholders' Equity
Ordinary shares, redemption (in shares)	18,729,831
Shareholders' Equity:
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized (in shares)	500,000,000
Ordinary shares, shares issued (in shares)	2,578,982
Ordinary shares, shares outstanding (in shares)	2,578,982
Class B Ordinary Shares [Member]
Shareholders' Equity:
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized (in shares)	50,000,000
Ordinary shares, shares issued (in shares)	5,750,000
Ordinary shares, shares outstanding (in shares)	5,750,000
Common stock, shares subject to forfeiture (in shares)	750,000

XML

UNAUDITED CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Loss from Operations
Formation and operating costs | $	$ 69,502
Loss from operations | $	(69,502)
Other income (expense)
Warrant issuance costs | $	(539,844)
Change in fair value of warrant liability | $	5,835
Total other expense | $	(534,009)
Net loss | $	$ (603,511)
Weighted average shares outstanding, basic (in shares) | shares	6,401,527
Weighted average shares outstanding, diluted (in shares) | shares	6,401,527
Basic net loss per share (in dollars per share) | $ / shares	$ (0.09)
Diluted net loss per share (in dollars per share) | $ / shares	$ (0.09)
Ordinary Share Subject to Possible Redemption [Member]
Other income (expense)
Weighted average shares outstanding, basic (in shares) | shares	5,175,484
Weighted average shares outstanding, diluted (in shares) | shares	5,175,484
Basic net loss per share (in dollars per share) | $ / shares	$ 0
Diluted net loss per share (in dollars per share) | $ / shares	$ 0
Non-redeemable Ordinary Share [Member]
Other income (expense)
Weighted average shares outstanding, basic (in shares) | shares	6,401,527	[1]
Weighted average shares outstanding, diluted (in shares) | shares	6,401,527	[1]
Basic net loss per share (in dollars per share) | $ / shares	$ (0.09)
Diluted net loss per share (in dollars per share) | $ / shares	$ (0.09)

[1] This number excludes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture.

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UNAUDITED CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - shares	Mar. 10, 2021	Mar. 31, 2021
Other income (expense)
Common stock, shares subject to forfeiture (in shares)	422,797
Over-Allotment Option [Member]
Other income (expense)
Units issued (in shares)	1,308,813
Class B Ordinary Shares [Member]
Other income (expense)
Common stock, shares subject to forfeiture (in shares)		750,000
Class B Ordinary Shares [Member] | Over-Allotment Option [Member]
Other income (expense)
Units issued (in shares)	1,308,813

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UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2021 - USD ($)	Ordinary Shares [Member] Class A Ordinary Shares [Member]	Ordinary Shares [Member] Class B Ordinary Shares [Member]		Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total	Class A Ordinary Shares [Member]
Beginning balance at Jan. 06, 2021	$ 0	$ 0		$ 0	$ 0	$ 0
Beginning balance (in shares) at Jan. 06, 2021	0	0	[1]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class B ordinary shares issued to Sponsor	$ 0	$ 575		24,425	0	25,000
Class B ordinary shares issued to Sponsor (in shares)	0	5,750,000	[1]
Sale of 20,000,000 Units on March 8, 2021 through IPO	$ 2,000	$ 0		199,998,000	0	200,000,000
Sale of 20,000,000 Units on March 8, 2021 through IPO (in shares)	20,000,000	0	[1]
Sale of 1,308,813 Units on March 10, 2021 through Over-allotment	$ 131	$ 0		13,087,999	0	13,088,130
Sale of 1,308,813 Units on March 10, 2021 through Over-allotment (in shares)	1,308,813	0	[1]
Sale of 5,107,842 Private Placement Warrants to Sponsor in private placement	$ 0	$ 0		7,661,764	0	7,661,764
Underwriting fee	0	0		(4,261,764)	0	(4,261,764)
Deferred underwriting fee	0	0		(7,458,085)	0	(7,458,085)
Offering costs charged to the shareholders' equity	0	0		(551,318)	0	(551,318)
Initial classification of warrant liability	0	0		(16,141,749)	0	(16,141,749)
Reclassification of offering costs related to warrants	0	0		539,844	0	539,844
Net loss	0	0		0	(603,511)	(603,511)
Change in Class A ordinary shares subject to possible redemption	$ (1,873)	$ 0		(187,296,437)	0	(187,298,310)
Change in Class A ordinary shares subject to possible redemption (in shares)	(18,729,831)	0	[1]				(18,729,831)
Ending balance at Mar. 31, 2021	$ 258	$ 575		$ 5,602,679	$ (603,511)	$ 5,000,001
Ending balance (in shares) at Mar. 31, 2021	2,578,982	5,750,000	[1]

[1] This number includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture.

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UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - shares			3 Months Ended
	Mar. 10, 2021	Mar. 08, 2021	Mar. 31, 2021
Stockholders' Equity
Warrants issued (in shares)			12,210,780
Common stock, shares subject to forfeiture (in shares)	422,797
Initial Public Offering [Member]
Stockholders' Equity
Units issued (in shares)		20,000,000
Over-Allotment Option [Member]
Stockholders' Equity
Units issued (in shares)	1,308,813
Private Placement Warrant [Member]
Stockholders' Equity
Warrants issued (in shares)		4,933,333	5,107,842
Private Placement Warrant [Member] | Over-Allotment Option [Member]
Stockholders' Equity
Units issued (in shares)	174,509
Class B Ordinary Shares [Member]
Stockholders' Equity
Common stock, shares subject to forfeiture (in shares)			750,000
Class B Ordinary Shares [Member] | Over-Allotment Option [Member]
Stockholders' Equity
Units issued (in shares)	1,308,813

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UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
	Mar. 31, 2021 USD ($)
Cash flows from Operating Activities:
Net loss	$ (603,511)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability	(5,835)
Warrant issuance costs	539,844
Changes in current assets and current liabilities:
Prepaid expenses	(660,245)
Accrued offering costs and expenses	60,094
Due to related party	9,058
Net cash used in operating activities	(660,595)
Cash Flows from Investing Activities:
Cash held in Trust Account	(213,088,130)
Net cash used in investing activities	(213,088,130)
Cash flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters' fees	208,826,366
Proceeds from private placement	7,661,764
Proceeds from issuance of founder shares	25,000
Repayment to promissory note to related party	(75,865)
Payments of offering costs	(551,318)
Net cash provided by financing activities	215,885,947
Net change in cash	2,137,222
Cash, beginning of the period	0
Cash, end of the period	2,137,222
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	7,458,085
Initial value of Class A ordinary shares subject to possible redemption	175,516,420
Change in value of Class A ordinary shares subject to possible redemption	11,781,890
Initial classification of warrant liability	16,141,749
Deferred offering costs paid by Sponsor loan	$ 60,094

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Organization and Business Operations

3 Months Ended

Mar. 31, 2021

Organization and Business Operations [Abstract]

Organization and Business Operations

Note 1 — Organization and Business Operations

Organization and General

Twin Ridge Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on January 7, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company.

The Company has selected December 31 as its fiscal year end.

As of March 31, 2021, the Company had not commenced any operations. All activity for the period from January 7, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and, since the closing of the Initial Public Offering (as defined below), the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense).

The Company’s sponsor is Twin Ridge Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

Financing

The registration statement for the Company’s IPO was declared effective on March 3, 2021 (the “Effective Date”). On March 8, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 4.

Simultaneously with the closing of the IPO, the Company consummated the sale of 4,933,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,400,000, which is discussed in Note 5.

Transaction costs amounted to $11,551,318 consisting of $4,000,000 of underwriting discount, $7,000,000 of deferred underwriting discount, and $551,318 of other offering costs.

The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $13,088,130, and incurred $261,764 in cash underwriting fees and $458,085 in deferred underwriting fees.

Trust Account

Following the closing of the IPO on March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the Company’s amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the Company’s public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO ( the “Combination Period” ) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the Company’s public shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

 Initial Business Combination

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

The ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

If the Company has not consummated an initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (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 liquidation 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, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 6), (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (iii) waive their rights to liquidating distributions from the Trust Account with respect any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the Combination Period), and (iv) vote their Founder Shares and public shares in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Capital Resources

As of March 31, 2021, the Company had approximately $2.1 million in its operating bank account, and working capital of approximately $2.8 million.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the founder shares (see Note 6), and the loan under an unsecured promissory note from the Sponsor of $60,094 (see Note 6). The Company fully paid the note to the Sponsor on March 15, 2021. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). To date, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

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Restatement of Previously Issued Financial Statements

3 Months Ended

Mar. 31, 2021

Restatement of Previously Issued Financial Statements [Abstract]

Restatement of Previously Issued Financial Statements

Note 2 — Restatement of Previously Issued Financial Statements

On April 12, 2021, the Staff of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the "SEC Statement"). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a Business Combination, which terms are similar to those contained in the warrant agreement, dated as of March 3, 2021, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agreement"). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 7,102,938 Public Warrants and (ii) the 5,107,842 Private Placement Warrants (See Note 4 and Note 5). The Company previously accounted for all Warrants as components of equity.

In further consideration of the guidance in Accounting Standards Codification ("ASC") 815-40, Derivatives and Hedging; Contracts in Entity's Own Equity, the Company concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.

After consultation with the Company's independent registered public accounting firm, the Company's management and the audit committee of the Company's Board of Directors concluded that it is appropriate to restate the Company's previously issued audited balance sheet as of March 8, 2021 as previously reported in its Form 8-K. The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein.

The following tables summarize the effect of the restatement on each balance sheet line item as of the date:

	As Previously Reported			Adjustment			As Restated
Balance Sheet at March 8, 2021 (audited)
Warrant Liability	$	-		$	15,334,757		$	15,334,757
Class A ordinary shares subject to possible redemption		190,851,180			(15,334,760	)		175,516,420
Class A ordinary share		91			154			245
Additional paid-in capital		5,021,836			508,025			5,529,861
Accumulated deficit	$	(22,498	)	$	(508,176	)	$	(530,674	)

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Significant Accounting Policies [Abstract]

Significant Accounting Policies

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the period from January 7, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 12, 2021 and March 5, 2021, respectively.

Emerging Growth Company Status

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

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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 statement, which management considered in formulating its estimate, could change in the future. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021.

Cash Held in Trust Account

At March 31, 2021, the assets held in the Trust Account were held in cash. At March 31, 2021, the Company had $213,088,130 in cash held in the Trust Account.

Fair Value Measurements

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

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

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

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

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

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, receivable from Sponsor, and due to related party are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments.

The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 3.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	March 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	213,088,130	$	213,088,130	$	-	$	-
	$	213,088,130	$	213,088,130	$	-	$	-
Liabilities:
Warrant Liability	$	16,135,914	$	-	$	-	$	16,135,914
	$	16,135,914	$	-	$	-	$	16,135,914

The key inputs into the Monte Carlo simulation model for the warrant liability were as follows:

Input	March 8, 2021(InitialMeasurement)			March 31, 2021
Expected term (years)		6.32			6.25
Expected volatility		24.2	%		24.4	%
Risk-free interest rate		1.14	%		1.22	%
Fair value of the common stock price	$	9.56		$	9.51

The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from January 7, 2021 (inception) through March 31, 2021:

	Warrant Liability
Fair value as of January 7, 2021 (inception)	$	—
Initial fair value of warrant liability upon issuance at IPO		15,334,757
Initial fair value of warrant liability upon issuance at over-allotment		806,992
Revaluation of warrant liability included in other expense within the statement of operations for the period from January 7, 2021 (inception) through March 31, 2021		(5,835	)
Fair value as of March 31, 2021	$	16,135,914

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 12,210,780 ordinary shares in the aggregate.

The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per ordinary share. Net income per ordinary share, basic and diluted, for redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to redeemable ordinary share, by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable ordinary shares includes the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.

	For the Period from January 7, 2021 (Inception) through March 31, 2021
Ordinary shares subject to possible redemption
Numerator: net income allocable to ordinary shares subject to possible redemption amortized interest income on marketable securities held in trust	$	-
Less: interest available to be withdrawn for payment of taxes		-
Net income allocable to ordinary shares subject to possible redemption	$	-
Denominator: weighted average redeemable ordinary shares, basic and diluted		5,175,484
Basic and diluted net income per share, redeemable ordinary shares	$	-
Non-redeemable ordinary shares
Numerator: net loss minus redeemable net earnings
Net loss	$	(603,511	)
Redeemable net earnings		-
Non-redeemable net loss	$	(603,511	)
Denominator: weighted average non-redeemable ordinary shares basic and diluted weighted average shares outstanding, ordinary shares		6,401,527
Basic and diluted net loss per share, ordinary shares	$	(0.09	)

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to the shareholders’ equity. The Company incurred offering costs amounting to $12,271,166 as a result of the Initial Public Offering (consisting of a $4,261,764 underwriting fee $7,458,085 of deferred underwriting fees and $551,318 of other offering costs). The Company recorded $11,731,272 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $539,844 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument.

FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to the fair value of the warrants and then the Class A ordinary shares.

Income Taxes

The Company accounts for income taxes under FASB 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.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. 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.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Risks and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the ”COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recent Accounting Pronouncements

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

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Initial Public Offering

3 Months Ended

Mar. 31, 2021

Initial Public Offering [Abstract]

Initial Public Offering

Note 4 — Initial Public Offering

Pursuant to the IPO on March 8, 2021, the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units.

Following the closing of the IPO on March 8, 2021 and the underwriters’ partial exercise of over-allotment option on March 10, 2021, $213,088,130 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which can be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Public Warrants

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, 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, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The warrants will become exercisable on the later of one year from the closing of the IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act, and in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

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

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

● in whole and not in part;

● at a price of $0.01 per warrant;

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

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.

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

● in whole and not in part;

● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares except as otherwise described above;

● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.

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Private Placement

3 Months Ended

Mar. 31, 2021

PRIVATE PLACEMENT [Abstract]

Private Placement

Note 5 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,400,000, in a private placement. The proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account.

Pursuant to the underwriters’ partial exercise of the over-allotment option on March 10, 2021, the Sponsor purchased an additional 174,509 Private Placement Warrants.

 The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO.

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Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 6 — Related Party Transactions

Founder Shares

On January 12, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001. Up to 750,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On February 23, 2021, 20,000 shares were transferred to each of the three independent directors. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture.

The Sponsor, directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their ordinary shares for cash, securities or other property ( the “Lock-up”).

Due to Related Parties

The balance of $9,058 represents $9,032 accrued for the administrative support services provided by Sponsor as of March 31, 2021 and $26 operating expenses paid by one related party on behalf of the Company.

Promissory Note — Related Party

On January 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and are due at the earlier of November 30, 2021 or the closing of the IPO. During the period from January 12, 2021 through March 31, 2021, the Company had borrowed $60,094 under the promissory note. On March 15, 2021, the Company paid the promissory note in full and overpaid $15,771, which was recorded as a receivable from Sponsor on the unaudited condensed balance sheet. The Sponsor returned the overpayment to the Company on May 10, 2021.

Working Capital Loans

In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. 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 $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of March 31, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Service Fee

Commencing on the date that the Company’s securities are first listed on NYSE, the Company will reimburse the Sponsor or an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of March 31, 2021, the Company has recorded $9,032 for the period from March 3, 2021 through March 31, 2021.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 7 — Commitments and Contingencies

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on March 3, 2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

The Company granted the underwriters a 45-day option from March 3, 2021 to purchase up to an additional 3,000,000 units to cover over-allotments.

On March 8, 2021, the Company paid a fixed underwriting discount of $4,000,000, which was calculated as two percent (2%) of the gross proceeds of the IPO. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $7,000,000, upon the completion of the Company’s initial Business Combination.

On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units.

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Shareholders' Equity

3 Months Ended

Mar. 31, 2021

Shareholders' Equity [Abstract]

Shareholders' Equity

Note 8 — Shareholders’ Equity

Preference shares— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares— The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2021, there were 2,578,982 Class A ordinary shares issued and outstanding, excluding 18,729,831 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares— The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. At March 31, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding. Of the 5,750,000 Class B ordinary shares, an aggregate of up to 750,000 shares are subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically convert into Class A ordinary shares, which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

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Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the period for the period from January 7, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on March 12, 2021 and March 5, 2021, respectively.

Use of Estimates

Use of Estimates

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 statement, which management considered in formulating its estimate, could change in the future. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021.

Cash Held in Trust Account

Cash Held in Trust Account

At March 31, 2021, the assets held in the Trust Account were held in cash. At March 31, 2021, the Company had $213,088,130 in cash held in the Trust Account.

Fair Value Measurements

Fair Value Measurements

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

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

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

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

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

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, receivable from Sponsor, and due to related party are estimated to approximate the carrying values as of March 31, 2021 due to the short maturities of such instruments.

The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability is classified as level 3.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	March 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	213,088,130	$	213,088,130	$	-	$	-
	$	213,088,130	$	213,088,130	$	-	$	-
Liabilities:
Warrant Liability	$	16,135,914	$	-	$	-	$	16,135,914
	$	16,135,914	$	-	$	-	$	16,135,914

Concentration of Credit Risk

The key inputs into the Monte Carlo simulation model for the warrant liability were as follows:

Input	March 8, 2021(InitialMeasurement)			March 31, 2021
Expected term (years)		6.32			6.25
Expected volatility		24.2	%		24.4	%
Risk-free interest rate		1.14	%		1.22	%
Fair value of the common stock price	$	9.56		$	9.51

The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from January 7, 2021 (inception) through March 31, 2021:

	Warrant Liability
Fair value as of January 7, 2021 (inception)	$	—
Initial fair value of warrant liability upon issuance at IPO		15,334,757
Initial fair value of warrant liability upon issuance at over-allotment		806,992
Revaluation of warrant liability included in other expense within the statement of operations for the period from January 7, 2021 (inception) through March 31, 2021		(5,835	)
Fair value as of March 31, 2021	$	16,135,914

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Net Loss Per Ordinary Share

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase 12,210,780 ordinary shares in the aggregate.

The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per ordinary share. Net income per ordinary share, basic and diluted, for redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to redeemable ordinary share, by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable ordinary shares includes the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.

	For the Period from January 7, 2021 (Inception) through March 31, 2021
Ordinary shares subject to possible redemption
Numerator: net income allocable to ordinary shares subject to possible redemption amortized interest income on marketable securities held in trust	$	-
Less: interest available to be withdrawn for payment of taxes		-
Net income allocable to ordinary shares subject to possible redemption	$	-
Denominator: weighted average redeemable ordinary shares, basic and diluted		5,175,484
Basic and diluted net income per share, redeemable ordinary shares	$	-
Non-redeemable ordinary shares
Numerator: net loss minus redeemable net earnings
Net loss	$	(603,511	)
Redeemable net earnings		-
Non-redeemable net loss	$	(603,511	)
Denominator: weighted average non-redeemable ordinary shares basic and diluted weighted average shares outstanding, ordinary shares		6,401,527
Basic and diluted net loss per share, ordinary shares	$	(0.09	)

Offering Costs associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A ordinary shares are charged to the shareholders’ equity. The Company incurred offering costs amounting to $12,271,166 as a result of the Initial Public Offering (consisting of a $4,261,764 underwriting fee $7,458,085 of deferred underwriting fees and $551,318 of other offering costs). The Company recorded $11,731,272 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $539,844 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Derivative Financial Instruments

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument.

FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to the fair value of the warrants and then the Class A ordinary shares.

Income Taxes

Income Taxes

The Company accounts for income taxes under FASB 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.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. 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.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Risks and Uncertainties

Risks and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the ”COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. The Company’s ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

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Restatement of Previously Issued Financial Statements (Tables)

3 Months Ended

Mar. 31, 2021

Restatement of Previously Issued Financial Statements [Abstract]

Restatement of Balance Sheet

The following tables summarize the effect of the restatement on each balance sheet line item as of the date:

	As Previously Reported			Adjustment			As Restated
Balance Sheet at March 8, 2021 (audited)
Warrant Liability	$	-		$	15,334,757		$	15,334,757
Class A ordinary shares subject to possible redemption		190,851,180			(15,334,760	)		175,516,420
Class A ordinary share		91			154			245
Additional paid-in capital		5,021,836			508,025			5,529,861
Accumulated deficit	$	(22,498	)	$	(508,176	)	$	(530,674	)

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Significant Accounting Policies [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	March 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash held in Trust Account	$	213,088,130	$	213,088,130	$	-	$	-
	$	213,088,130	$	213,088,130	$	-	$	-
Liabilities:
Warrant Liability	$	16,135,914	$	-	$	-	$	16,135,914
	$	16,135,914	$	-	$	-	$	16,135,914

Fair Value Measurement Inputs

The key inputs into the Monte Carlo simulation model for the warrant liability were as follows:

Input	March 8, 2021(InitialMeasurement)			March 31, 2021
Expected term (years)		6.32			6.25
Expected volatility		24.2	%		24.4	%
Risk-free interest rate		1.14	%		1.22	%
Fair value of the common stock price	$	9.56		$	9.51

Change in Fair Value of Warrant Liabilities

The following table sets forth a summary of the changes in the fair value of the warrant liability for the period from January 7, 2021 (inception) through March 31, 2021:

	Warrant Liability
Fair value as of January 7, 2021 (inception)	$	—
Initial fair value of warrant liability upon issuance at IPO		15,334,757
Initial fair value of warrant liability upon issuance at over-allotment		806,992
Revaluation of warrant liability included in other expense within the statement of operations for the period from January 7, 2021 (inception) through March 31, 2021		(5,835	)
Fair value as of March 31, 2021	$	16,135,914

Basic and Diluted Net Loss Per Ordinary Share

The Company’s statement of operations includes a presentation of loss per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per ordinary share. Net income per ordinary share, basic and diluted, for redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to redeemable ordinary share, by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable ordinary shares includes the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account.

	For the Period from January 7, 2021 (Inception) through March 31, 2021
Ordinary shares subject to possible redemption
Numerator: net income allocable to ordinary shares subject to possible redemption amortized interest income on marketable securities held in trust	$	-
Less: interest available to be withdrawn for payment of taxes		-
Net income allocable to ordinary shares subject to possible redemption	$	-
Denominator: weighted average redeemable ordinary shares, basic and diluted		5,175,484
Basic and diluted net income per share, redeemable ordinary shares	$	-
Non-redeemable ordinary shares
Numerator: net loss minus redeemable net earnings
Net loss	$	(603,511	)
Redeemable net earnings		-
Non-redeemable net loss	$	(603,511	)
Denominator: weighted average non-redeemable ordinary shares basic and diluted weighted average shares outstanding, ordinary shares		6,401,527
Basic and diluted net loss per share, ordinary shares	$	(0.09	)

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Organization and Business Operations (Details)				3 Months Ended
	Mar. 10, 2021 USD ($) $ / shares shares	Mar. 08, 2021 USD ($) $ / shares shares	Jan. 12, 2021 USD ($)	Mar. 31, 2021 USD ($) Business $ / shares shares
Organization and Business Operations [Abstract]
Gross proceeds from initial public offering				$ 208,826,366
Warrants issued (in shares) | shares				12,210,780
Gross proceeds from private placement		$ 7,400,000		$ 7,661,764
Transaction costs		11,551,318		12,271,166
Underwriting discount		4,000,000		4,261,764
Deferred underwriting discount		7,000,000		7,458,085
Other costs		551,318		551,318
Net proceeds from Initial Public Offering and Private Placement		$ 213,088,130		$ 213,088,130
Unit price, Initial Public Offering and Private Placement (in dollars per share) | $ / shares		$ 10.00
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period				100.00%
Period to complete business combination from closing of initial public offering				24 months
Net tangible asset threshold for redeeming public shares				$ 5,000,001
Period to redeem public shares if business combination is not completed within Initial combination period				10 days
Cash				$ 2,137,222
Working capital				2,800,000
Capital contribution				25,000
Promissory Note [Member]
Organization and Business Operations [Abstract]
Proceeds from sponsor				60,094
Sponsor [Member]
Organization and Business Operations [Abstract]
Capital contribution			$ 25,000	25,000
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member]
Organization and Business Operations [Abstract]
Outstanding under working capital loans				0
Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member]
Organization and Business Operations [Abstract]
Outstanding under working capital loans				$ 0
Minimum [Member]
Organization and Business Operations [Abstract]
Number of operating businesses included in initial business combination | Business				1
Fair market value as percentage of net assets held in Trust Account included in initial business combination				80.00%
Post-transaction ownership percentage of the target business				50.00%
Maximum [Member]
Organization and Business Operations [Abstract]
Interest on Trust Account to be held to pay dissolution expenses				$ 100,000
Private Placement Warrant [Member]
Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares		$ 1.50
Warrants issued (in shares) | shares		4,933,333		5,107,842
Initial Public Offering [Member]
Organization and Business Operations [Abstract]
Units issued (in shares) | shares		20,000,000
Underwriting discount		$ 4,000,000
Deferred underwriting discount		$ 7,000,000
Net proceeds from Initial Public Offerings Placement per unit (in dollars per share) | $ / shares				$ 10.00
Initial Public Offering [Member] | Maximum [Member]
Organization and Business Operations [Abstract]
Net proceeds from Initial Public Offerings Placement per unit (in dollars per share) | $ / shares				$ 10.00
Initial Public Offering [Member] | Public Shares [Member]
Organization and Business Operations [Abstract]
Units issued (in shares) | shares		20,000,000
Share price (in dollars per share) | $ / shares		$ 10.00
Gross proceeds from initial public offering		$ 200,000,000
Over-Allotment Option [Member]
Organization and Business Operations [Abstract]
Units issued (in shares) | shares	1,308,813
Share price (in dollars per share) | $ / shares	$ 10.00
Gross proceeds from initial public offering	$ 13,088,130
Underwriting discount	261,764
Deferred underwriting discount	$ 458,085
Term of option for underwriters to purchase additional Units to cover over-allotments				45 days
Over-Allotment Option [Member] | Maximum [Member]
Organization and Business Operations [Abstract]
Units issued (in shares) | shares				3,000,000
Over-Allotment Option [Member] | Private Placement Warrant [Member]
Organization and Business Operations [Abstract]
Units issued (in shares) | shares	174,509

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Restatement of Previously Issued Financial Statements (Details) - USD ($)		3 Months Ended
	Mar. 08, 2021	Mar. 31, 2021
Balance Sheet [Abstract]
Warrants issued (in shares)		12,210,780
Warrant liability	$ 15,334,757	$ 16,135,914
Class A ordinary shares subject to possible redemption	175,516,420	187,298,310
Additional paid-in capital	5,529,861	5,602,679
Accumulated deficit	(530,674)	(603,511)
Class A Ordinary Shares [Member]
Balance Sheet [Abstract]
Ordinary shares	245	$ 258
As Previously Reported [Member]
Balance Sheet [Abstract]
Warrant liability	0
Class A ordinary shares subject to possible redemption	190,851,180
Additional paid-in capital	5,021,836
Accumulated deficit	(22,498)
As Previously Reported [Member] | Class A Ordinary Shares [Member]
Balance Sheet [Abstract]
Ordinary shares	91
Adjustment [Member]
Balance Sheet [Abstract]
Warrant liability	15,334,757
Class A ordinary shares subject to possible redemption	(15,334,760)
Additional paid-in capital	508,025
Accumulated deficit	(508,176)
Adjustment [Member] | Class A Ordinary Shares [Member]
Balance Sheet [Abstract]
Ordinary shares	$ 154
Public Warrant [Member]
Balance Sheet [Abstract]
Warrants issued (in shares)		7,102,938
Private Placement Warrant [Member]
Balance Sheet [Abstract]
Warrants issued (in shares)	4,933,333	5,107,842

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Summary of Significant Accounting Policies, Cash and Cash Equivalents (Details)	Mar. 31, 2021 USD ($)
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0

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Summary of Significant Accounting Policies, Cash and Securities Held in Trust Account (Details)	Mar. 31, 2021 USD ($)
Cash and Securities Held in Trust Account [Abstract]
Cash held in Trust Account	$ 213,088,130

XML

Summary of Significant Accounting Policies, Fair Value Measurements (Details)	Mar. 31, 2021 USD ($)
Assets [Abstract]
Cash held in Trust Account	$ 213,088,130
Recurring [Member]
Assets [Abstract]
Cash held in Trust Account	213,088,130
Total	213,088,130
Liabilities [Abstract]
Warrant liability	16,135,914
Total Liabilities	16,135,914
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Assets [Abstract]
Cash held in Trust Account	213,088,130
Total	213,088,130
Liabilities [Abstract]
Warrant liability	0
Total Liabilities	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets [Abstract]
Cash held in Trust Account	0
Total	0
Liabilities [Abstract]
Warrant liability	0
Total Liabilities	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Assets [Abstract]
Cash held in Trust Account	0
Total	0
Liabilities [Abstract]
Warrant liability	16,135,914
Total Liabilities	$ 16,135,914

XML

Significant Accounting Policies, Fair Value Measurement Inputs (Details)	Mar. 31, 2021 $ / shares	Mar. 08, 2021 $ / shares
Fair Value Measurements [Abstract]
Expected term (years)	5 years
Warrants [Member]
Fair Value Measurements [Abstract]
Expected term (years)	6 years 3 months	6 years 3 months 25 days
Warrants [Member] | Minimum [Member]
Fair Value Measurements [Abstract]
Sale of Stock, Price Per Share	$ 18.00
Warrants [Member] | Expected volatility [Member]
Fair Value Measurements [Abstract]
Measurement input	0.244	0.242
Warrants [Member] | Risk-free interest rate [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0122	0.0114
Warrants [Member] | Fair value of the common stock price [Member]
Fair Value Measurements [Abstract]
Measurement input	9.51	9.56

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Significant Accounting Policies, Change in Fair Value of Warrant Liabilities (Details)	3 Months Ended
	Mar. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Revaluation of warrant liability included in other expense within the statement of operations for the period from January 7, 2021 (inception) through March 31, 2021	$ (5,835)
Derivative Warrant, Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value as of January 7, 2021 (inception)	0
Revaluation of warrant liability included in other expense within the statement of operations for the period from January 7, 2021 (inception) through March 31, 2021	(5,835)
Fair value as of March 31, 2021	16,135,914
Derivative Warrant, Liabilities [Member] | Initial Public Offering [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial fair value of warrant liability upon issuance	15,334,757
Derivative Warrant, Liabilities [Member] | Over-Allotment Option [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Initial fair value of warrant liability upon issuance	$ 806,992

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Summary of Significant Accounting Policies, Net Loss Per Ordinary Share (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Net Loss per Ordinary Share [Abstract]
Warrants issued (in shares)	12,210,780
Amortized interest income on marketable securities held in trust | $	$ 0
Less: interest available to be withdrawn for payment of taxes | $	0
Net income allocable to ordinary shares subject to possible redemption | $	0
Net loss | $	(603,511)
Redeemable net earnings | $	0
Non-redeemable net loss | $	$ (603,511)
Weighted average shares outstanding, basic (in shares)	6,401,527
Weighted average shares outstanding, diluted (in shares)	6,401,527
Basic net loss per share (in dollars per share) | $ / shares	$ (0.09)
Diluted net loss per share (in dollars per share) | $ / shares	$ (0.09)
Ordinary Share Subject to Possible Redemption [Member]
Net Loss per Ordinary Share [Abstract]
Weighted average shares outstanding, basic (in shares)	5,175,484
Weighted average shares outstanding, diluted (in shares)	5,175,484
Basic net loss per share (in dollars per share) | $ / shares	$ 0
Diluted net loss per share (in dollars per share) | $ / shares	$ 0
Non-redeemable Ordinary Share [Member]
Net Loss per Ordinary Share [Abstract]
Weighted average shares outstanding, basic (in shares)	6,401,527	[1]
Weighted average shares outstanding, diluted (in shares)	6,401,527	[1]
Basic net loss per share (in dollars per share) | $ / shares	$ (0.09)
Diluted net loss per share (in dollars per share) | $ / shares	$ (0.09)

[1] This number excludes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On March 10, 2021, the underwriters partially exercised the over-allotment option to purchase 1,308,813 units. As a result, 422,797 founder shares are still subject to forfeiture.

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Summary of Significant Accounting Policies, Offering Costs and Income Taxes (Details) - USD ($)	Mar. 08, 2021	Mar. 31, 2021
Income Taxes [Abstract]
Unrecognized tax benefits		$ 0
Accrued interest and penalties		0
Offering Costs [Abstract]
Offering costs	$ 11,551,318	12,271,166
Underwriting discount	4,000,000	4,261,764
Deferred underwriting discount	7,000,000	7,458,085
Other Offering Costs	551,318	$ 551,318
Offering costs included in Equity	11,731,272
Offering costs allocated to issuance of warrants	$ 539,844

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Initial Public Offering (Details) - USD ($)			3 Months Ended
	Mar. 10, 2021	Mar. 08, 2021	Mar. 31, 2021	Mar. 31, 2021
Initial Public Offering [Abstract]
Period for warrants to become exercisable			30 days
Expiration period of warrants			5 years	5 years
Net proceeds from Initial Public Offering and Private Placement		$ 213,088,130	$ 213,088,130
Unit price, Initial Public Offering and Private Placement (in dollars per share)		$ 10.00
Warrants [Abstract]
Expiration period of warrants			5 years	5 years
Minimum [Member]
Initial Public Offering [Abstract]
Period for warrants to become exercisable				30 days
Maximum [Member]
Initial Public Offering [Abstract]
Period for warrants to become exercisable				12 months
Public Warrant [Member]
Initial Public Offering [Abstract]
Expiration period of warrants			5 years	5 years
Warrants [Abstract]
Threshold trigger price for redemption of warrants (in dollars per share)			$ 10.00	$ 10.00
Period to exercise warrants after closing of Initial Public Offering			12 months
Period to exercise warrants after Business Combination			30 days
Expiration period of warrants			5 years	5 years
Period to file registration statement after initial Business Combination			20 days
Period for registration statement to become effective			60 days
Class A Ordinary Share [Member]
Warrants [Abstract]
Threshold consecutive trading days			30 days
Threshold trading days			20 days
Class A Ordinary Share [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)			$ 12.00	$ 12.00
Class A Ordinary Share [Member] | Public Warrant [Member]
Initial Public Offering [Abstract]
Number of shares issued upon exercise of warrant (in shares)			1	1
Warrants exercise price (in dollars per share)			$ 11.50	$ 11.50
Class A Ordinary Share [Member] | Public Warrant [Member] | Maximum [Member]
Initial Public Offering [Abstract]
Number of shares issued upon exercise of warrant (in shares)			0.361	0.361
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Public Warrant [Member]
Warrants [Abstract]
Percentage multiplier			180.00%
Warrant redemption price (in dollars per share)			$ 0.01	$ 0.01
Threshold consecutive trading days			30 days
Threshold trading days			20 days
Redemption period			30 days
Notice period to redeem warrants			30 days
Number of trading days to sends the notice of redemption			3 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Share [Member] | Public Warrant [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)			$ 18.00	18.00
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Public Warrant [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)			$ 0.10	0.10
Threshold consecutive trading days			30 days
Threshold trading days			20 days
Notice period to redeem warrants			30 days
Number of trading days to sends the notice of redemption			3 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Share [Member] | Public Warrant [Member]
Warrants [Abstract]
Share price (in dollars per share)			$ 10.00	10.00
Trading day period to calculate volume weighted average trading price			20 days
Trading day period to calculate volume weighted average trading price following notice of redemption			10 days
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)		20,000,000
Initial Public Offering [Member] | Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)		20,000,000
Unit price (in dollars per share)		$ 10.00
Initial Public Offering [Member] | Public Warrant [Member]
Initial Public Offering [Abstract]
Number of warrants included in Unit (in shares)		0.33
Warrants exercise price (in dollars per share)		$ 11.50
Initial Public Offering [Member] | Class A Ordinary Share [Member]
Initial Public Offering [Abstract]
Number of shares included in Unit (in shares)		1
Number of shares issued upon exercise of warrant (in shares)		1
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	1,308,813
Unit price (in dollars per share)	$ 10.00
Over-Allotment Option [Member] | Maximum [Member]
Initial Public Offering [Abstract]
Units issued (in shares)			3,000,000
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Public Warrant [Member]
Warrants [Abstract]
Percentage multiplier			115.00%
Warrant redemption price (in dollars per share)			$ 18.00	18.00
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Public Warrant [Member] | Minimum [Member]
Warrants [Abstract]
Aggregate gross proceeds from issuance as a percentage of total equity proceeds			60.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Share [Member] | Public Warrant [Member]
Warrants [Abstract]
Trading day period to calculate volume weighted average trading price following notice of redemption			20 days
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Share [Member] | Public Warrant [Member] | Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)			$ 9.20	$ 9.20

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Private Placement (Details) - USD ($)			3 Months Ended
	Mar. 10, 2021	Mar. 08, 2021	Mar. 31, 2021	Mar. 31, 2021
Private Placement Warrants [Abstract]
Warrants issued (in shares)			12,210,780
Period for warrants to become exercisable			30 days
Over-Allotment Option [Member]
Private Placement Warrants [Abstract]
Share price (in dollars per share)	$ 10.00
Units issued (in shares)	1,308,813
Private Placement Warrant [Member]
Private Placement Warrants [Abstract]
Warrants issued (in shares)		4,933,333	5,107,842
Share price (in dollars per share)		$ 1.50
Gross proceeds from issuance of warrants		$ 7,400,000
Period for warrants to become exercisable				30 days
Private Placement Warrant [Member] | Over-Allotment Option [Member]
Private Placement Warrants [Abstract]
Units issued (in shares)	174,509

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Related Party Transactions, Founder Shares (Details)				3 Months Ended
	Mar. 10, 2021 shares	Feb. 23, 2021 Director shares	Jan. 12, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) $ / shares shares
Founder Shares [Abstract]
Proceeds from issuance of Class B common stock to Sponsor | $				$ 25,000
Number of independent directors | Director		3
Number of shares subject to forfeiture (in shares)	422,797
Over-Allotment Option [Member]
Founder Shares [Abstract]
Units issued (in shares)	1,308,813
Over-Allotment Option [Member] | Maximum [Member]
Founder Shares [Abstract]
Units issued (in shares)				3,000,000
Class A Ordinary Share [Member]
Founder Shares [Abstract]
Ordinary shares, par value (in dollars per share) | $ / shares				$ 0.0001
Threshold trading days				20 days
Threshold consecutive trading days				30 days
Class A Ordinary Share [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share) | $ / shares				$ 12.00
Threshold period after initial Business Combination				150 days
Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Ordinary shares, par value (in dollars per share) | $ / shares				$ 0.0001
Number of shares subject to forfeiture (in shares)				750,000
Class B Ordinary Shares [Member] | Maximum [Member]
Founder Shares [Abstract]
Number of shares forfeited (in shares)				750,000
Class B Ordinary Shares [Member] | Over-Allotment Option [Member]
Founder Shares [Abstract]
Number of shares forfeited (in shares)	422,797
Units issued (in shares)	1,308,813
Sponsor [Member]
Founder Shares [Abstract]
Proceeds from issuance of Class B common stock to Sponsor | $			$ 25,000	$ 25,000
Ordinary shares, par value (in dollars per share) | $ / shares			$ 0.004
Sponsor [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Class B ordinary shares issued to Sponsor (in shares)			5,750,000
Ordinary shares, par value (in dollars per share) | $ / shares			$ 0.0001
Stock conversion basis at time of business combination				1 year
Sponsor [Member] | Class B Ordinary Shares [Member] | Over-Allotment Option [Member]
Founder Shares [Abstract]
Number of shares forfeited (in shares)			750,000
Units issued (in shares)	1,308,813
Number of shares subject to forfeiture (in shares)	422,797
Director One [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Shares issued (in shares)		20,000
Director Two [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Shares issued (in shares)		20,000
Director Three [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Shares issued (in shares)		20,000

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Related Party Transactions, Due To Related Parties (Details)	3 Months Ended
	Mar. 31, 2021 USD ($)
Due to Related Parties [Abstract]
Due to related parties	$ 9,058
Sponsor [Member]
Due to Related Parties [Abstract]
Due to related parties	9,058
Related party expense	26
Sponsor [Member] | Administrative Support Agreement [Member]
Due to Related Parties [Abstract]
Related party expense	$ 9,032

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Related Party Transactions, Promissory Note (Details) - USD ($)		3 Months Ended
	Jan. 12, 2021	Mar. 31, 2021
Related Party Transactions [Abstract]
Receivable from Sponsor		$ 15,771
Sponsor [Member] | Promissory Note [Member]
Related Party Transactions [Abstract]
Proceeds from sponsor		60,094
Receivable from Sponsor		$ 15,771
Sponsor [Member] | Promissory Note [Member] | Maximum [Member]
Related Party Transactions [Abstract]
Related party transaction	$ 300,000

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Related Party Transactions, Working Capital Loans (Details) - Sponsor or an Affiliate of the Sponsor, or Certain of the Company's Officers and Directors [Member]	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares
Related Party Transaction, Due from (to) Related Party [Abstract]
Borrowings outstanding	$ 0
Working Capital Loans [Member]
Related Party Transaction, Due from (to) Related Party [Abstract]
Conversion Price, Price per Share | $ / shares	$ 1.50
Borrowings outstanding	$ 0
Working Capital Loans [Member] | Maximum [Member]
Related Party Transaction, Due from (to) Related Party [Abstract]
Loans that can be converted into Warrants at lenders' discretion	$ 1,500,000

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Related Party Transactions, Administrative Service Fee (Details) - Sponsor [Member]	3 Months Ended
	Mar. 31, 2021 USD ($)
Related Party Transactions [Abstract]
Related party expense	$ 26
Administrative Support Agreement [Member]
Related Party Transactions [Abstract]
Related party transaction	10,000
Related party expense	$ 9,032

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Commitments and Contingencies (Details)				3 Months Ended
	Mar. 10, 2021 USD ($) shares	Mar. 08, 2021 USD ($) shares	Mar. 03, 2021	Mar. 31, 2021 USD ($) Demand shares	Mar. 31, 2021 USD ($) Demand shares
Registration and Shareholder Rights [Abstract]
Period for warrants to become exercisable				30 days
Underwriting Agreement [Abstract]
Number of days to exercise over-allotment option			45 days
Additional Units that can be purchased to cover over-allotments (in shares) | shares				3,000,000	3,000,000
Underwriting discount		$ 4,000,000		$ 4,261,764	$ 4,261,764
Deferred underwriting discount		7,000,000		$ 7,458,085	$ 7,458,085
Maximum [Member]
Registration and Shareholder Rights [Abstract]
Number of demands eligible security holder can make | Demand				3	3
Period for warrants to become exercisable					12 months
Initial Public Offering [Member]
Underwriting Agreement [Abstract]
Underwriting discount		$ 4,000,000
Cash underwriting discount		2.00%
Deferred underwriting discount		3.50%
Deferred underwriting discount		$ 7,000,000
Units issued (in shares) | shares		20,000,000
Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Underwriting discount	$ 261,764
Deferred underwriting discount	$ 458,085
Units issued (in shares) | shares	1,308,813
Over-Allotment Option [Member] | Maximum [Member]
Underwriting Agreement [Abstract]
Units issued (in shares) | shares				3,000,000

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Shareholders' Equity (Details)		3 Months Ended
	Mar. 10, 2021 shares	Mar. 31, 2021 Vote $ / shares shares
Shareholders' Equity [Abstract]
Preference shares, shares authorized (in shares)		1,000,000
Preference shares, par value (in dollars per share) | $ / shares		$ 0.0001
Preference shares, shares issued (in shares)		0
Preference shares, shares outstanding (in shares)		0
As-converted percentage for Class A common stock after conversion of Class B shares		20.00%
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination		1
Over-Allotment Option [Member]
Shareholders' Equity [Abstract]
Units issued (in shares)	1,308,813
Over-Allotment Option [Member] | Maximum [Member]
Shareholders' Equity [Abstract]
Units issued (in shares)		3,000,000
Class A Ordinary Shares [Member]
Shareholders' Equity [Abstract]
Ordinary shares, shares authorized (in shares)		500,000,000
Ordinary shares, par value (in dollars per share) | $ / shares		$ 0.0001
Ordinary shares, shares issued (in shares)		2,578,982
Ordinary shares, shares outstanding (in shares)		2,578,982
Common stock subject to possible redemption (in shares)		18,729,831
Class B Ordinary Shares [Member]
Shareholders' Equity [Abstract]
Ordinary shares, shares authorized (in shares)		50,000,000
Ordinary shares, par value (in dollars per share) | $ / shares		$ 0.0001
Ordinary shares, shares issued (in shares)		5,750,000
Ordinary shares, shares outstanding (in shares)		5,750,000
Number of votes per share | Vote		1
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering		20.00%
Class B Ordinary Shares [Member] | Maximum [Member]
Shareholders' Equity [Abstract]
Number of shares forfeited (in shares)		750,000
Class B Ordinary Shares [Member] | Over-Allotment Option [Member]
Shareholders' Equity [Abstract]
Number of shares forfeited (in shares)	422,797
Units issued (in shares)	1,308,813