0001213900-21-032086 | 10-K/A | XBRL Viewer

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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Sep. 30, 2020	Dec. 29, 2020	Mar. 31, 2020
Document Information Line Items
Entity Registrant Name	UNION ACQUISITION CORP. II
Document Type	10-K/A
Current Fiscal Year End Date	--09-30
Entity Common Stock, Shares Outstanding		25,000,000
Entity Public Float			$ 0
Amendment Flag	true
Amendment Description	Union Acquisition Corp. II (the “Company”) is filing this amended Form 10-K/A (“Form 10-K/A”) to amend the Company’s Annual Report on Form 10-K for the year ended September 30, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2020 (the “Original Report”), to restate the Company’s financial statements and related footnote disclosures as of and for the year ended September 30, 2020. The correction involves only non-cash adjustments. This Form 10-K/A also amends certain other Items in the Original Report, as listed in “Items Amended in this Form 10-K/A” below. On March 31, 2021, the Company, Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta, Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg and OZLEM Limited, an exempted company incorporated under the laws of the Cayman Islands entered into a Business Combination Agreement (the “Business Combination Agreement”). These parties anticipate closing the business combination in the third quarter of 2021.
Entity Central Index Key	0001766146
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-39089
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	E9

Balance Sheets - USD ($)

Sep. 30, 2020

Sep. 30, 2019

Current Assets

Cash

$ 955,800

$ 27,831

Prepaid expenses

96,472

Total Current Assets

1,052,272

27,831

Deferred offering costs

213,307

Cash and marketable securities held in Trust Account

201,323,339

TOTAL ASSETS

202,375,611

241,138

Current liabilities

Accrued expenses

144,541

Accrued offering costs

56,313

Promissory note – related party

175,000

Total Current Liabilities

144,541

231,313

Warrant liabilities

25,500,000

TOTAL LIABILITIES

25,644,541

231,313

Commitments and Contingencies

Ordinary shares subject to possible redemption, $0.0001 par value, 17,173,106 and 0 shares at redemption value at $10.00 per share at September 30, 2020 and 2019, respectively

171,731,060

Shareholders’ Equity

Preference shares, $0.0001 par value, 1,000,000 shares authorized; no shares issued and outstanding

Ordinary shares, $0.0001 par value, 150,000,000 shares authorized; 7,826,894 and 5,031,250 shares issued and outstanding (excluding 17,173,106 and -0- shares subject to possible redemption) at September 30, 2020 and 2019, respectively

^[1]

783

503

Additional paid-in capital

17,563,935

24,497

Accumulated deficit

(12,564,708)

(15,175)

Total Shareholders’ Equity

5,000,010

9,825

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 202,375,611

$ 241,138

[1]	Share count at September 30, 2019 included 656,250 shares subject to forfeiture. As a result of the underwriters’ election to partially exercise their over-allotment option, 31,250 shares were forfeited and 625,000 shares are no longer subject to forfeiture (see Note 4).

Balance Sheets (Parentheticals) - $ / shares

Sep. 30, 2020

Sep. 30, 2019

Statement of Financial Position [Abstract]

Common shares subject to possible redemption

17,173,106

Ordinary shares subject to possible redemption, par value (in Dollars per share)

$ 0.0001

Ordinary shares subject to possible redemption per share value (in Dollars per share)

10.00

Preference stock, par value (in Dollars per share)

$ 0.0001

Preference stock, shares authorized

1,000,000

Preference stock, shares issued

Preference stock, shares outstanding

Common stock, par value (in Dollars per share)

$ 0.0001

Common stock, shares authorized

150,000,000

Common stock, shares issued

7,826,894

5,031,250

^[1]

Common stock, shares outstanding

7,826,894

5,031,250

^[1]

[1]	Share count at September 30, 2019 included 656,250 shares subject to forfeiture. As a result of the underwriters’ election to partially exercise their over-allotment option, 31,250 shares were forfeited and 625,000 shares are no longer subject to forfeiture (see Note 4).

Statements of Operations - USD ($)

10 Months Ended

12 Months Ended

Sep. 30, 2019

Sep. 30, 2020

Income Statement [Abstract]

Formation and operating costs

$ 15,175

$ 867,455

Loss from operations

(15,175)

(867,455)

Other income (expense):

Change in fair value of warrant liabilities

(13,050,000)

Interest earned on marketable securities held in Trust Account

1,367,922

Other expense, net

(11,682,078)

Net loss

$ (15,175)

$ (12,549,533)

Weighted average shares outstanding of redeemable ordinary shares (in Shares)

20,000,000

Basic and diluted net income per redeemable ordinary share (in Dollars per share)

$ 0.00

$ 0.07

Weighted average shares outstanding of non-redeemable ordinary shares (in Shares)

^[1]

4,375,000

5,000,000

Basic and diluted net loss per non-redeemable ordinary share (in Shares)

0.00

(2.78)

[1]	Share count at September 30, 2019 excluded 656,250 shares subject to forfeiture. As a result of the underwriters’ election to partially exercise their over-allotment option, 31,250 shares were forfeited and 625,000 shares are no longer subject to forfeiture (see Note 4).

Statements of Changes in Shareholders' Equity - USD ($)

Ordinary Shares

Additional Paid in Capital

Accumulated Deficit

Total

Balance, at Dec. 05, 2018

Balance, (in Shares) at Dec. 05, 2018

Ordinary shares issued to Initial shareholder

^[1]

$ 503

24,497

25,000

Ordinary shares issued to Initial shareholder (in Shares)

^[1]

5,031,250

Net loss

(15,175)

Balance, at Sep. 30, 2019

$ 503

24,497

(15,175)

9,825

Balance, (in Shares) at Sep. 30, 2019

5,031,250

Forfeiture of Founders Shares

$ (3)

Forfeiture of Founders Shares (in Shares)

(31,250)

Sale of 20,000,000 Units, net of underwriting discounts, offering costs and warrant liabilities

$ 2,000

189,268,778

11.50

Sale of 20,000,000 Units, net of underwriting discounts, offering costs and warrant liabilities (in Shares)

20,000,000

Ordinary shares subject to possible redemption

$ (1,717)

(171,729,343)

(171,731,060)

Ordinary shares subject to possible redemption (in Shares)

(17,173,106)

Net loss

(12,549,533)

Balance, at Sep. 30, 2020

$ 783

$ 17,563,935

$ (12,564,708)

$ 5,000,010

Balance, (in Shares) at Sep. 30, 2020

7,826,894

[1]	Included up to 656,250 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 4). On October 22, 2019, as a result of the underwriters’ election to partially exercise their over-allotment option, 31,250 shares were forfeited.

Statements of Changes in Shareholders' Equity (Parentheticals)	12 Months Ended
	Sep. 30, 2020 shares
Statement of Stockholders' Equity [Abstract]
Net of underwriting discounts and offering costs	20,000,000

Statements of Cash Flows - USD ($)	10 Months Ended	12 Months Ended
Statements of Cash Flows - USD ($)	Sep. 30, 2019	Sep. 30, 2020
Cash Flows from Operating Activities:
Net loss	$ (15,175)	$ (12,549,533)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities		13,050,000
Interest earned on marketable securities held in Trust Account		(1,367,922)
Fees charged on Trust Account		44,583
Changes in operating assets and liabilities:
Prepaid expenses		(96,472)
Accrued expenses		144,541
Net cash used in operating activities	(15,175)	(774,803)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(200,000,000)
Net cash used in investing activities		(200,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of ordinary shares	25,000
Proceeds from sale of Units, net of underwriting discounts paid		196,000,000
Proceeds from sale of Private Placement Warrants		6,250,000
Proceeds from promissory note – related party	175,000
Repayment of promissory note – related party		(175,000)
Payments of offering costs	(156,994)	(372,228)
Net cash provided by financing activities	43,006	201,702,772
Net Change in Cash	27,831	927,969
Cash – Beginning		27,831
Cash – Ending	27,831	955,800
Non-Cash Investing and Financing Activities:
Initial classification of ordinary shares subject to possible redemption		185,530,600
Change in value of ordinary shares subject to possible redemption		$ (11,799,540)
Offering costs included in accrued offering costs	$ 56,313

Organization and Plan of Business Operations

12 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

Union Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 6, 2018. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities that the Company has not yet identified (a “Business Combination”).

The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although the Company intends to focus its search for a target business located in Latin America. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

At September 30, 2020, the Company had not yet commenced any operations. All activity through September 30, 2020 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected September 30 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on October 17, 2019. On October 22, 2019, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,250,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to two of the Company’s shareholders, generating gross proceeds of $6,250,000, which is described in Note 5.

Transaction costs amounted to $4,529,222, consisting of $4,000,000 of underwriting fees and $529,222 of other offering costs. In addition, as of September 30, 2020, cash of $955,800 was held outside of the Trust Account (as defined below) and is available for working capital purposes.

Following the closing of the Initial Public Offering on October 22, 2019, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested 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 of 1940, as amended, or the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on the income earned on the funds held in trust) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the 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. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the aggregate amount then on deposit in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, in the case of a shareholder vote, a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares. In connection with any initial Business Combination, the holders of the Company’s ordinary shares issued prior to the Initial Public Offering (the “Initial Shareholders”) and officers and directors and their affiliates have agreed (i) to vote any ordinary shares owned by them in favor of a Business Combination if a vote is held to approve the Business Combination, (ii) not to redeem any of their ordinary shares in connection therewith or any amendment to the Company’s charter documents prior to the consummation of a Business Combination and (iii) not to sell any of their ordinary shares to the Company in a tender offer.

The Company initially had until April 22, 2021 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period (and shareholders have not amended the Company’s amended and restated memorandum and articles of association to extend such date), 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 100% of 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay liquidation expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The proceeds deposited in the Trust Account could, however, become subject to claims of creditors. Therefore, the actual per-share redemption amount could be reduced.

On April 16, 2021, the Company held a special meeting pursuant to which the Company’s shareholders approved extending the Combination Period from April 22, 2021 to October 22, 2021 (the “Extension Date”). In connection with the approval of the extension, shareholders elected to redeem an aggregate of 6,446,836 ordinary shares. As a result, an aggregate of $64,898,081 (or approximately $10.07 per share) was released from the Company’s Trust Account to pay such shareholders.

In the event of a liquidation, the Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account (less up to $100,000 of interest to pay liquidation expenses and which interest shall be net of taxes payable). There will be no redemption rights or liquidating distributions with respect to the Public Warrants (as defined in Note 4), the Founder Shares (as defined in Note 5) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, Union Group International Holdings Limited (“Union Group”), one of the Company’s initial shareholders and an affiliate of a director of the Company, has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Union Group will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Union Group will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Restatement of Previously Issued Financial Statements

12 Months Ended

Sep. 30, 2020

Condensed Financial Information Disclosure [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant 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.

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC 815-40 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 815-40, 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. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC 815-40 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in shareholders’ equity” criteria as contemplated by ASC 815-40.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses or cash.

The table below summarizes the effects of the restatement on the financial statements for all periods being restated:

	As
	Previously						As
	Reported			Adjustments			Restated

Balance sheet as of October 22, 2019 (audited)
Warrant Liabilities	$	—		$	13,200,000		$	13,200,000
Ordinary Shares Subject to Possible Redemption		196,730,600			(13,200,000	)		183,530,600
Ordinary Shares		533			132			665
Additional Paid-in Capital		5,014,645			749,868			5,764,513
Accumulated Deficit		(15,175	)		(750,000	)		(765,175	)

Balance sheet as of December 31, 2019 (unaudited)
Warrant Liabilities	$	—		$	14,575,000		$	14,575,000
Ordinary Shares Subject to Possible Redemption		197,074,630			(14,575,000	)		182,499,630
Ordinary Shares		529			146			675
Additional Paid-in Capital		4,670,619			2,124,854			6,795,473
Retained Earnings (Accumulated Deficit)		328,861			(2,125,000	)		(1,796,139	)

Balance sheet as of March 31, 2020 (unaudited)
Warrant Liabilities	$	—		$	12,562,500		$	12,562,500
Ordinary Shares Subject to Possible Redemption		197,494,660			(12,562,500	)		184,932,160
Ordinary Shares		525			126			651
Additional Paid-in Capital		4,250,593			112,374			4,362,967
Retained Earnings		748,889			(112,500	)		636,389

Balance sheet as of June 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	16,187,500		$	16,187,500
Ordinary Shares Subject to Possible Redemption		197,417,240			(16,187,500	)		181,229,740
Ordinary Shares		526			162			688
Additional Paid-in Capital		4,328,012			3,737,338			8,065,350
Retained Earnings (Accumulated Deficit)		671,466			(3,737,500	)		(3,066,034	)

Balance sheet as of September 30, 2020 (audited)
Warrant Liabilities	$	—		$	25,500,000		$	25,500,000
Ordinary Shares Subject to Possible Redemption		197,231,060			(25,500,000	)		171,731,060
Ordinary Shares		528			255			783
Additional Paid-in Capital		4,514,190			13,049,745			17,563,935
Accumulated Deficit		485,292			(13,050,000	)		(12,564,708	)

Statement of Operations for the Three Months Ended December 31, 2019 (unaudited)
Change in fair value of warrant liabilities	$	—		$	(2,125,000	)	$	(2,125,000	)
Net income (loss)		344,036			(2,125,000	)		(1,780,964	)
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.03			—			0.03
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.05	)		(0.42	)		(0.47	)

Statement of Operations for the Three Months Ended March 31, 2020 (unaudited)
Change in fair value of warrant liabilities	$	—		$	2,012,500		$	2,012,500
Net income		420,028			2,012,500			2,432,528
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.03			—			0.03
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.04	)		0.40			0.36

Statement of Operations for the Six Months Ended March 31, 2020 (unaudited)
Change in fair value of warrant liabilities	$	—		$	(112,500	)	$	(112,500	)
Net income		764,064			(112,500	)		651,564
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.06			—			0.06
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.09	)		(0.02	)		(0.11	)

Statement of Operations for the Three Months Ended June 30, 2020 (unaudited)
Change in fair value of warrant liabilities	$	—		$	(3,625,000	)	$	(3,625,000	)
Net loss		(77,423	)		(3,625,000	)		(3,702,423	)
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.00			—			0.00
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.03	)		(0.73	)		(0.76	)

Statement of Operations for the Nine Months Ended June 30, 2020 (unaudited)
Change in fair value of warrant liabilities	$	—		$	(3,737,500	)	$	(3,737,500	)
Net income (loss)		686,641			(3,737,500	)		(3,050,859	)
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.07			—			0.07
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.13	)		(0.74	)		(0.87	)

Statement of Operations for the Year Ended September 30, 2020
Change in fair value of warrant liabilities	$	—		$	(13,050,000	)	$	(13,050,000	)
Net income (loss)		500,467			(13,050,000	)		(12,549,533	)
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.07			—			0.07
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.17	)		(2.61	)		(2.78	)

Statement of Cash Flows for the Three Months Ended December 31, 2019 (unaudited)
Net income (loss)	$	344,036		$	(2,125,000	)	$	(1,780,964	)
Change in fair value of warrant liabilities		—			14,575,000			14,575,000
Initial classification of ordinary shares subject to redemption		196,730,600			(13,200,000	)		183,530,600
Change in value of ordinary shares subject to possible redemption		344,030			(1,375,000	)		(1,030,970	)

Statement of Cash Flows for the Six Months Ended March 31, 2020 (unaudited)
Net income	$	764,064		$	2,012,500		$	2,776,564
Change in fair value of warrant liabilities		—			12,562,500			12,562,500
Initial classification of ordinary shares subject to redemption		196,730,600			(13,200,000	)		183,530,600
Change in value of ordinary shares subject to possible redemption		764,060			637,500			1,401,560

Statement of Cash Flows for the Nine Months Ended June 30, 2020 (unaudited)
Net income (loss)	$	686,641		$	(3,625,000	)	$	(2,938,359	)
Change in fair value of warrant liabilities		—			16,187,500			16,187,500
Initial classification of ordinary shares subject to redemption		196,730,600			(13,200,000	)		183,530,600
Change in value of ordinary shares subject to possible redemption		686,640			(2,987,500	)		(2,300,860	)

Statement of Cash Flows for the Year Ended September 30, 2020
Net income (loss)	$	500,467		$	(13,050,000	)	$	(12,549,533	)
Change in fair value of warrant liabilities		—			13,050,000			13,050,000
Initial classification of ordinary shares subject to redemption		196,730,600			(13,200,000	)		183,530,600
Change in value of ordinary shares subject to possible redemption		500,460			(12,300,000	)		(11,799,540	)

Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) 205-40, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 22, 2021.

Emerging Growth Company

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

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

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is 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 are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2020 and 2019, respectively, there are 17,173,106 and 0 ordinary shares subject to possible redemption presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $4,529,222 were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Warrant Liabilities

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The fair value of Private Warrants was determined using a Black-Scholes option pricing model.

Income Taxes

ASC Topic 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. 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 September 30, 2020 and 2019, there were no unrecognized tax benefits and no amounts accrued for 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.

The Company’s tax provision is zero because the Company is incorporated in the Cayman Islands with no connection to any other taxable jurisdiction. The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company has no deferred tax assets.

Net Income (Loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Warrants 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 26,250,000 shares of ordinary shares in the aggregate.

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

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	Year Ended September 30, 2020			For the Period from December 6, 2018 (inception) Through September 30, 2019
Redeemable Ordinary Shares
Numerator: Earnings allocable to Redeemable Ordinary Shares
Interest Income	$	1,367,922		$	—
Net Earnings	$	1,367,922		$	—
Denominator: Weighted Average Redeemable Ordinary Shares
Redeemable Ordinary Shares, Basic and Diluted		20,000,000			—
Earnings/Basic and Diluted Redeemable Ordinary Shares	$	0.07		$	—

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(12,549,533	)	$	(15,175	)
Redeemable Net Earnings	$	(1,367,922	)	$	—
Non-Redeemable Net Loss	$	(13,917,455	)	$	(15,175	)
Denominator: Weighted Average Non-Redeemable Ordinary Shares
Non-Redeemable Ordinary Shares, Basic and Diluted		5,000,000			4,375,000
Loss/Basic and Diluted Non-Redeemable Ordinary Shares	$	(2.78	)	$	(0.00	)

Note: As of September 30, 2020 and 2019, basic and diluted shares are the same as there are no securities that are dilutive to the shareholders.

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 Corporation limit of $250,000. At September 30, 2020 and 2019, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying financial statements, primarily due to their short-term nature.

Recent Accounting Standards

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

Initial Public Offering

12 Months Ended

Sep. 30, 2020

Proposed Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 4 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units, at a purchase price of $10.00 per Unit, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units at $10.00 per Unit. Each Unit consists of one ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share (see Note 6).

Related Party Transactions

12 Months Ended

Sep. 30, 2020

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

In December 2018, the Company issued an aggregate of 4,312,500 ordinary shares (“Founder Shares”) for an aggregate purchase price of $25,000. In August 2019, the Company effected a share capitalization pursuant to which the Company issued an additional 718,750 ordinary shares. All share and per-share amounts have been retroactively restated to reflect the share capitalization. As a result, there were 5,031,250 shares outstanding, of which an aggregate of up to 656,250 shares were subject to forfeiture by the Initial Shareholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Shareholders would own 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option, 31,250 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture. Thus, at October 22, 2019, there were 5,000,000 ordinary shares to the Initial Shareholders outstanding.

The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (i) one year after the date of the consummation of a Business Combination and (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 price per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination, or earlier if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Private Placement

Simultaneously with the closing of the Initial Public Offering, certain of the Initial Shareholders purchased an aggregate of 6,250,000 Private Placement Warrants at a price of $1.00 Per Private Placement Warrant for an aggregate purchase price of $6,250,000. Each Private Placement Warrant is exercisable to purchase one ordinary share at an exercise price of $11.50. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees. If the Private Placement Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. In addition, the Private Placement Warrants may not be transferable, assignable or salable until 30 days after the consummation of a Business Combination, subject to certain limited exceptions.

Promissory Note — Related Party

The Company issued an unsecured promissory note to Union Group on December 19, 2018, pursuant to which the Company may borrow up to aggregate principal amount of $200,000 (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2019, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determined not to proceed with the Initial Public Offering. The outstanding balance as of September 30, 2019 of $175,000 under the Promissory Note was repaid on December 5, 2019.

Support Services

The Company entered into an agreement, commencing on October 17, 2019 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay an affiliate of one of the Company’s directors a monthly fee of $10,000 for office space, utilities and administrative support. For the year ended September 30, 2020, the Company incurred $115,000 in fees for these services, of which $115,000 is included in accrued expenses in the accompanying balance sheet as of September 30, 2020.

The Company also pays its Chief Operating Officer a $10,000 per month consulting fee, commencing on October 17, 2019 through the earlier of the consummation of a Business Combination or the Company’s liquidation. For the year ended September 30, 2020, the Company incurred and paid $120,000 in fees for these services. No fees were paid as of September 30, 2019.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Initial Shareholders, the Company’s officers, directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. There are no borrowings under the working capital loans to date. As of September 30, 2020 and 2019, no Working Capital Loans were outstanding.

Commitments and Contingencies

12 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Pursuant to a registration rights agreement entered into on October 17, 2019, the holders of the Founder Shares, the Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Placement Warrants and warrants issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. In connection with the closing of the Initial Public Offering on October 22, 2019, the underwriters elected to partially exercise their over-allotment option to purchase 2,500,000 Units at a purchase price of $10.00 per Unit.

Business Combination Marketing Agreement

The Company intends to engage the representative of the underwriters in the Initial Public Offering as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay this entity an aggregate cash fee for such services upon the consummation of a Business Combination in an amount equal to $4,200,000 (exclusive of any applicable finders’ fees which might become payable).

Shareholders' Equity

12 Months Ended

Sep. 30, 2020

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY

NOTE 7 — SHAREHOLDERS’ EQUITY

Preference Shares

The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At September 30, 2020 and 2019, there were no preference shares issued or outstanding.

Ordinary Shares

The Company is authorized to issue 150,000,000 ordinary shares, with a par value of $0.0001 per share. Holders of the ordinary shares are entitled to one vote for each ordinary share. At September 30, 2020 and 2019, there were 7,826,894 and 5,031,250 ordinary shares issued and outstanding, excluding 17,173,106 and -0- ordinary shares subject to possible redemption, respectively.

Warrants

12 Months Ended

Sep. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

WARRANTS

NOTE 8 — WARRANTS

The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. Each Public Warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 Company’s Initial Shareholders or their affiliates, without taking into account any founders’ shares held by the Initial Shareholders or their 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 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, 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 described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants:

	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	at any time after the warrants become exercisable;
	●	upon not less than 30 days’ prior written notice of redemption;
	●	if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $18.00 per share (subject to adjustment) for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and
	●	if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants and a current prospectus relating to those shares is available throughout the 30-day redemption period.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. The Company has agreed to use its best efforts to have declared effective a prospectus relating to the ordinary shares issuable upon exercise of the warrants and keep such prospectus current until the expiration of the warrants. However, if the Company does not maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants, holders will be unable to exercise their warrants for cash and the Company will not be required to net cash settle or cash settle the warrant exercise. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

12 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9 — FAIR VALUE MEASUREMENTS

The Company classifies its U. S. Treasury and equivalent securities as held-to-maturity in accordance with ASC 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At September 30, 2020, assets held in the Trust Account were comprised of $46,650 in cash and $201,276,689 in U.S. Treasury Bills.

The gross holding losses and fair value of held-to-maturity securities at September 30, 2020 are presented below.

	Held-To-Maturity	Level	Amortized Cost		Gross Holding Loss			Fair Value
September 30, 2020	U.S. Treasury Securities (Mature on 10/22/2020)	1	$	26,298,490	$	195		$	26,298,685
September 30, 2020	U.S. Treasury Securities (Mature on 10/29/2020)	1	$	24,998,590	$	(340	)	$	24,998,250
September 30, 2020	U.S. Treasury Securities (Mature on 11/5/2020)	1	$	49,994,033	$	1,967		$	49,996,000
September 30, 2020	U.S. Treasury Securities (Mature on 11/27/2020)	1	$	49,993,862	$	(1,362	)	$	49,992,500
September 30, 2020	U.S. Treasury Securities (Mature on 12/10/2020)	1	$	49,991,714	$	(714	)	$	49,991,000
			$	201,276,689	$	(254	)	$	201,276,435

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table also presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

			September 30,
	Level		2020
Assets:
U.S. Treasury Securities		1	$	201,276,435

Liabilities
Warrant Liabilities – Public Warrants		1	$	15,000,000
Warrant Liabilities – Private Placement Warrants		3	$	10,500,000

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within loss on warrant liabilities in the statement of operations.

The Private Placement Warrants were valued using a Black Scholes Model, which is considered to be a Level 3 fair value measurement. The Public Warrants were valued using a Monte Carlo simulation. The primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility was initially derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units was classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date.

The following table presents the quantitative information regarding Level 3 fair value measurements:

	At October 22, 2019 (Initial Measurement)			As of September 30, 2020
Unit price	$	10.08		$	N/A
Share Price		N/A		$	9.93
Term (in years)		5.5			5.5
Volatility		15.6	%		23.5	%
Risk-free rate		1.61	%		0.33	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:

	Private Placement		Public			Warrant Liabilities
Fair value as of October 1, 2019	$	—	$	—		$	—
Initial measurement on October 22, 2019		7,000,000		6,200,000			13,200,000
Transfers to Level 1		—		(6,200,000	)		(6,200,000	)
Change in fair value		3,500,000		—			3,500,000
Fair value as of September 30, 2020	$	10,500,000	$	—		$	10,500,000

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended September 30, 2020 was $6,200,000.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

12 Months Ended

Sep. 30, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described in Note 2 and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Procaps Business Combination Agreement

On March 31, 2021, the Company (the “Registrant” or “SPAC”), Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta (the “Company”), Procaps (“Holdco”) and OZLEM Limited, an exempted company incorporated under the laws of the Cayman Islands (“Merger Sub”) entered into a Business Combination Agreement (the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, (i) Merger Sub will merge with and into SPAC, with SPAC surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in the context of the Merger, (a) all ordinary shares of SPAC, par value $0.0001 per share (“SPAC Ordinary Shares”) outstanding will be exchanged with Holdco for the right to receive ordinary shares of Holdco, nominal value $0.01 per share (“Holdco Ordinary Shares”) pursuant to a share capital increase of Holdco, (b) the SPAC Warrants will become warrants of Holdco (“Holdco Warrants”) exercisable for Holdco Ordinary Shares, on substantially the same terms as the SPAC Warrants and (c) Holdco shall enter into an Assignment, Assumption and Amendment Agreement with SPAC and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, to amend and assume SPAC’s obligations under the existing Warrant Agreement, dated October 17, 2019, to give effect to the conversion of SPAC Warrants to Holdco Warrants; (ii) immediately following consummation of the Merger and pursuant to those certain individual Contribution and Exchange Agreements, each dated as of March 31, 2021, and entered into by and among Holdco, the Company and each of the shareholders of the Company (the “Company Shareholders”) (collectively, the “Exchange Agreements”), each of the Company Shareholders, effective on the Closing Date immediately following the Merger (the “Exchange Effective Time”) will contribute its respective ordinary shares of the Company, nominal value $1.00 per share (“Company Ordinary Shares”) to Holdco in exchange for Holdco Ordinary Shares, and, in the case of the International Finance Corporation (“IFC”), for Holdco Ordinary Shares and redeemable B shares of Holdco (the “Holdco Redeemable B Shares”), to be subscribed for by each such Company Shareholder (such contributions and exchanges of Company Ordinary Shares for Holdco Ordinary Shares and, with respect to IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, collectively, the “Exchange”) and Holdco will, simultaneously with the Exchange, redeem all redeemable A shares of Holdco (the “Holdco Redeemable A Shares” and together with the Holdco Ordinary Shares and Holdco Redeemable B Shares, the “Holdco Shares”) held by the Company as a result of its incorporation; (iii) as a result of the Exchange, the Company will become a direct wholly-owned subsidiary of Holdco and the Company Shareholders will become holders of issued and outstanding Holdco Shares; and (iv) immediately following the Exchange, Holdco will redeem 6,000,000 Holdco Redeemable B Shares for a total purchase price of $60,000,000 in accordance with that certain Share Redemption Agreement entered into by and between Holdco and IFC on March 31, 2021. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Business Combination Agreement.

The Company has entered into separate subscription agreements (collectively, the “Subscription Agreements”), dated March 31, 2021, with certain investors, pursuant to which SPAC has agreed to issue and sell, in private placements to close contemporaneously with, but immediately prior to, the Merger, an aggregate of 10,000,000 SPAC Ordinary Shares, for a purchase price of $10.00 per SPAC Ordinary Share and an aggregate purchase price of $100,000,000 (the “PIPE Investment”), which will automatically be converted into Holdco Ordinary Shares at the Merger Effective Time. The Subscription Agreements give the investors customary registration and indemnification rights.

Accounting Policies, by Policy (Policies)

12 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Going Concern

Going Concern

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

Offering Costs

Offering Costs

Warrant Liabilities

Warrant Liabilities

Income Taxes

Income Taxes

Net Income (Loss) Per Ordinary Share

Net Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	Year Ended September 30, 2020			For the Period from December 6, 2018 (inception) Through September 30, 2019
Redeemable Ordinary Shares
Numerator: Earnings allocable to Redeemable Ordinary Shares
Interest Income	$	1,367,922		$	—
Net Earnings	$	1,367,922		$	—
Denominator: Weighted Average Redeemable Ordinary Shares
Redeemable Ordinary Shares, Basic and Diluted		20,000,000			—
Earnings/Basic and Diluted Redeemable Ordinary Shares	$	0.07		$	—

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(12,549,533	)	$	(15,175	)
Redeemable Net Earnings	$	(1,367,922	)	$	—
Non-Redeemable Net Loss	$	(13,917,455	)	$	(15,175	)
Denominator: Weighted Average Non-Redeemable Ordinary Shares
Non-Redeemable Ordinary Shares, Basic and Diluted		5,000,000			4,375,000
Loss/Basic and Diluted Non-Redeemable Ordinary Shares	$	(2.78	)	$	(0.00	)

Note: As of September 30, 2020 and 2019, basic and diluted shares are the same as there are no securities that are dilutive to the shareholders.

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Recent Accounting Standards

Recent Accounting Standards

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

Restatement of Previously Issued Financial Statements (Tables)

12 Months Ended

Sep. 30, 2020

Condensed Financial Information Disclosure [Abstract]

Schedule of effects of the restatement on the financial statements

	As
	Previously						As
	Reported			Adjustments			Restated

Balance sheet as of October 22, 2019 (audited)
Warrant Liabilities	$	—		$	13,200,000		$	13,200,000
Ordinary Shares Subject to Possible Redemption		196,730,600			(13,200,000	)		183,530,600
Ordinary Shares		533			132			665
Additional Paid-in Capital		5,014,645			749,868			5,764,513
Accumulated Deficit		(15,175	)		(750,000	)		(765,175	)

Balance sheet as of December 31, 2019 (unaudited)
Warrant Liabilities	$	—		$	14,575,000		$	14,575,000
Ordinary Shares Subject to Possible Redemption		197,074,630			(14,575,000	)		182,499,630
Ordinary Shares		529			146			675
Additional Paid-in Capital		4,670,619			2,124,854			6,795,473
Retained Earnings (Accumulated Deficit)		328,861			(2,125,000	)		(1,796,139	)

Balance sheet as of March 31, 2020 (unaudited)
Warrant Liabilities	$	—		$	12,562,500		$	12,562,500
Ordinary Shares Subject to Possible Redemption		197,494,660			(12,562,500	)		184,932,160
Ordinary Shares		525			126			651
Additional Paid-in Capital		4,250,593			112,374			4,362,967
Retained Earnings		748,889			(112,500	)		636,389

Balance sheet as of June 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	16,187,500		$	16,187,500
Ordinary Shares Subject to Possible Redemption		197,417,240			(16,187,500	)		181,229,740
Ordinary Shares		526			162			688
Additional Paid-in Capital		4,328,012			3,737,338			8,065,350
Retained Earnings (Accumulated Deficit)		671,466			(3,737,500	)		(3,066,034	)

Balance sheet as of September 30, 2020 (audited)
Warrant Liabilities	$	—		$	25,500,000		$	25,500,000
Ordinary Shares Subject to Possible Redemption		197,231,060			(25,500,000	)		171,731,060
Ordinary Shares		528			255			783
Additional Paid-in Capital		4,514,190			13,049,745			17,563,935
Accumulated Deficit		485,292			(13,050,000	)		(12,564,708	)

Statement of Operations for the Three Months Ended December 31, 2019 (unaudited)
Change in fair value of warrant liabilities	$	—		$	(2,125,000	)	$	(2,125,000	)
Net income (loss)		344,036			(2,125,000	)		(1,780,964	)
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.03			—			0.03
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.05	)		(0.42	)		(0.47	)

Statement of Operations for the Three Months Ended March 31, 2020 (unaudited)
Change in fair value of warrant liabilities	$	—		$	2,012,500		$	2,012,500
Net income		420,028			2,012,500			2,432,528
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.03			—			0.03
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.04	)		0.40			0.36

Statement of Operations for the Six Months Ended March 31, 2020 (unaudited)
Change in fair value of warrant liabilities	$	—		$	(112,500	)	$	(112,500	)
Net income		764,064			(112,500	)		651,564
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.06			—			0.06
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.09	)		(0.02	)		(0.11	)

Statement of Operations for the Three Months Ended June 30, 2020 (unaudited)
Change in fair value of warrant liabilities	$	—		$	(3,625,000	)	$	(3,625,000	)
Net loss		(77,423	)		(3,625,000	)		(3,702,423	)
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.00			—			0.00
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.03	)		(0.73	)		(0.76	)

Statement of Operations for the Nine Months Ended June 30, 2020 (unaudited)
Change in fair value of warrant liabilities	$	—		$	(3,737,500	)	$	(3,737,500	)
Net income (loss)		686,641			(3,737,500	)		(3,050,859	)
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.07			—			0.07
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.13	)		(0.74	)		(0.87	)

Statement of Operations for the Year Ended September 30, 2020
Change in fair value of warrant liabilities	$	—		$	(13,050,000	)	$	(13,050,000	)
Net income (loss)		500,467			(13,050,000	)		(12,549,533	)
Weighted average shares outstanding of redeemable ordinary shares		20,000,000			—			20,000,000
Basic and diluted income per share, redeemable ordinary shares		0.07			—			0.07
Weighted average shares outstanding of non-redeemable ordinary shares		5,000,000			—			5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares		(0.17	)		(2.61	)		(2.78	)

Statement of Cash Flows for the Three Months Ended December 31, 2019 (unaudited)
Net income (loss)	$	344,036		$	(2,125,000	)	$	(1,780,964	)
Change in fair value of warrant liabilities		—			14,575,000			14,575,000
Initial classification of ordinary shares subject to redemption		196,730,600			(13,200,000	)		183,530,600
Change in value of ordinary shares subject to possible redemption		344,030			(1,375,000	)		(1,030,970	)

Statement of Cash Flows for the Six Months Ended March 31, 2020 (unaudited)
Net income	$	764,064		$	2,012,500		$	2,776,564
Change in fair value of warrant liabilities		—			12,562,500			12,562,500
Initial classification of ordinary shares subject to redemption		196,730,600			(13,200,000	)		183,530,600
Change in value of ordinary shares subject to possible redemption		764,060			637,500			1,401,560

Statement of Cash Flows for the Nine Months Ended June 30, 2020 (unaudited)
Net income (loss)	$	686,641		$	(3,625,000	)	$	(2,938,359	)
Change in fair value of warrant liabilities		—			16,187,500			16,187,500
Initial classification of ordinary shares subject to redemption		196,730,600			(13,200,000	)		183,530,600
Change in value of ordinary shares subject to possible redemption		686,640			(2,987,500	)		(2,300,860	)

Statement of Cash Flows for the Year Ended September 30, 2020
Net income (loss)	$	500,467		$	(13,050,000	)	$	(12,549,533	)
Change in fair value of warrant liabilities		—			13,050,000			13,050,000
Initial classification of ordinary shares subject to redemption		196,730,600			(13,200,000	)		183,530,600
Change in value of ordinary shares subject to possible redemption		500,460			(12,300,000	)		(11,799,540	)

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Schedule of basic and diluted net income (loss) per ordinary share

	Year Ended September 30, 2020			For the Period from December 6, 2018 (inception) Through September 30, 2019
Redeemable Ordinary Shares
Numerator: Earnings allocable to Redeemable Ordinary Shares
Interest Income	$	1,367,922		$	—
Net Earnings	$	1,367,922		$	—
Denominator: Weighted Average Redeemable Ordinary Shares
Redeemable Ordinary Shares, Basic and Diluted		20,000,000			—
Earnings/Basic and Diluted Redeemable Ordinary Shares	$	0.07		$	—

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(12,549,533	)	$	(15,175	)
Redeemable Net Earnings	$	(1,367,922	)	$	—
Non-Redeemable Net Loss	$	(13,917,455	)	$	(15,175	)
Denominator: Weighted Average Non-Redeemable Ordinary Shares
Non-Redeemable Ordinary Shares, Basic and Diluted		5,000,000			4,375,000
Loss/Basic and Diluted Non-Redeemable Ordinary Shares	$	(2.78	)	$	(0.00	)

Fair Value Measurements (Tables)

12 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Schedule of fair value of held-to-maturity securities

	Held-To-Maturity	Level	Amortized Cost		Gross Holding Loss			Fair Value
September 30, 2020	U.S. Treasury Securities (Mature on 10/22/2020)	1	$	26,298,490	$	195		$	26,298,685
September 30, 2020	U.S. Treasury Securities (Mature on 10/29/2020)	1	$	24,998,590	$	(340	)	$	24,998,250
September 30, 2020	U.S. Treasury Securities (Mature on 11/5/2020)	1	$	49,994,033	$	1,967		$	49,996,000
September 30, 2020	U.S. Treasury Securities (Mature on 11/27/2020)	1	$	49,993,862	$	(1,362	)	$	49,992,500
September 30, 2020	U.S. Treasury Securities (Mature on 12/10/2020)	1	$	49,991,714	$	(714	)	$	49,991,000
			$	201,276,689	$	(254	)	$	201,276,435

Schedule of assets and liabilities that are measured at fair value on a recurring basis

			September 30,
	Level		2020
Assets:
U.S. Treasury Securities		1	$	201,276,435

Liabilities
Warrant Liabilities – Public Warrants		1	$	15,000,000
Warrant Liabilities – Private Placement Warrants		3	$	10,500,000

Schedule of fair value measurements

	At October 22, 2019 (Initial Measurement)			As of September 30, 2020
Unit price	$	10.08		$	N/A
Share Price		N/A		$	9.93
Term (in years)		5.5			5.5
Volatility		15.6	%		23.5	%
Risk-free rate		1.61	%		0.33	%
Dividend yield		0.0	%		0.0	%

Schedule of changes in the fair value of warrant liabilities

	Private Placement		Public			Warrant Liabilities
Fair value as of October 1, 2019	$	—	$	—		$	—
Initial measurement on October 22, 2019		7,000,000		6,200,000			13,200,000
Transfers to Level 1		—		(6,200,000	)		(6,200,000	)
Change in fair value		3,500,000		—			3,500,000
Fair value as of September 30, 2020	$	10,500,000	$	—		$	10,500,000

- Definition

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

+ References + Details

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Organization and Plan of Business Operations (Details) - USD ($)	1 Months Ended		12 Months Ended
	Apr. 16, 2021	Oct. 22, 2019	Sep. 30, 2020
Organization and Plan of Business Operations (Details) [Line Items]
Share price (in Dollars per share)	$ 10.07
Warrant, description		Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,250,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to two of the Company’s shareholders, generating gross proceeds of $6,250,000, which is described in Note 5.
Transaction costs			$ 4,529,222
Underwriting fees			4,000,000
Other offering costs			529,222
Cash held outside the Trust Account			$ 955,800
Initial business combination percentage			50.00%
Net tangible assets			$ 5,000,001
Aggregate public shares			15.00%
Taxes payable, description			(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 100% of 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay liquidation expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The proceeds deposited in the Trust Account could, however, become subject to claims of creditors.
Liquidation expenses			$ 100,000
Initial Public Offering [Member]
Organization and Plan of Business Operations (Details) [Line Items]
Ordinary shares issued (in Shares)		20,000,000
Over-Allotment Option [Member]
Organization and Plan of Business Operations (Details) [Line Items]
Number of units exercise by underwriters (in Shares)		2,500,000
Share price (in Dollars per share)		$ 10.00
Private Placement [Member]
Organization and Plan of Business Operations (Details) [Line Items]
Ordinary shares issued (in Shares)		200,000,000
Share price (in Dollars per share)		$ 10.00	$ 11.50
Gross proceeds		$ 200,000,000
Initial business combination percentage			80.00%
Subsequent Event [Member]
Organization and Plan of Business Operations (Details) [Line Items]
Redeem aggregate ordinary shares (in Shares)	6,446,836
Share value	$ 64,898,081

Restatement of Previously Issued Financial Statements (Details) - Schedule of effects of the restatement on the financial statements - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2020	Jun. 30, 2020	Sep. 30, 2020	Oct. 22, 2019
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liabilities
Ordinary Shares Subject to Possible Redemption	197,417,240	197,494,660	197,074,630	197,494,660	197,417,240	197,231,060	196,730,600
Ordinary Shares	526	525	529	525	526	528	533
Additional Paid-in Capital	4,328,012	4,250,593	4,670,619	4,250,593	4,328,012	4,514,190	5,014,645
Retained Earnings (Accumulated Deficit)	671,466	748,889	328,861	748,889	671,466	485,292	(15,175)
Change in fair value of warrant liabilities
Net income (loss)	$ (77,423)	$ 420,028	$ 344,036	$ 764,064	$ 686,641	$ 500,467
Weighted average shares outstanding of redeemable ordinary shares (in Shares)	20,000,000	20,000,000	20,000,000	20,000,000	20,000,000	20,000,000
Basic and diluted income per share, redeemable ordinary shares (in Dollars per share)	$ 0.00	$ 0.03	$ 0.03	$ 0.06	$ 0.07	$ 0.07
Weighted average shares outstanding of non-redeemable ordinary shares (in Shares)	5,000,000	5,000,000	5,000,000	5,000,000	5,000,000	5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares (in Shares)	(0.03)	(0.04)	(0.05)	(0.09)	(0.13)	(0.17)
Net income (loss)			$ 344,036	$ 764,064	$ 686,641	$ 500,467
Change in fair value of warrant liabilities
Initial classification of ordinary shares subject to redemption			196,730,600	196,730,600	196,730,600	196,730,600
Change in value of ordinary shares subject to possible redemption			344,030	764,060	686,640	500,460
Adjustments [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liabilities	$ 16,187,500	$ 12,562,500	14,575,000	12,562,500	16,187,500	25,500,000	13,200,000
Ordinary Shares Subject to Possible Redemption	(16,187,500)	(12,562,500)	(14,575,000)	(12,562,500)	(16,187,500)	(25,500,000)	(13,200,000)
Ordinary Shares	162	126	146	126	162	255	132
Additional Paid-in Capital	3,737,338	112,374	2,124,854	112,374	3,737,338	13,049,745	749,868
Retained Earnings (Accumulated Deficit)	(3,737,500)	(112,500)	(2,125,000)	(112,500)	(3,737,500)	(13,050,000)	(750,000)
Change in fair value of warrant liabilities	(3,625,000)	2,012,500	(2,125,000)	(112,500)	(3,737,500)	(13,050,000)
Net income (loss)	$ (3,625,000)	$ 2,012,500	$ (2,125,000)	$ (112,500)	$ (3,737,500)	$ (13,050,000)
Weighted average shares outstanding of redeemable ordinary shares (in Shares)
Basic and diluted income per share, redeemable ordinary shares (in Dollars per share)
Weighted average shares outstanding of non-redeemable ordinary shares (in Shares)
Basic and diluted net loss per share, non-redeemable ordinary shares (in Shares)	(0.73)	0.40	(0.42)	(0.02)	(0.74)	(2.61)
Net income (loss)			$ (2,125,000)	$ 2,012,500	$ (3,625,000)	$ (13,050,000)
Change in fair value of warrant liabilities			14,575,000	12,562,500	16,187,500	13,050,000
Initial classification of ordinary shares subject to redemption			(13,200,000)	(13,200,000)	(13,200,000)	(13,200,000)
Change in value of ordinary shares subject to possible redemption			(1,375,000)	637,500	(2,987,500)	(12,300,000)
As Restated [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant Liabilities	$ 16,187,500	$ 12,562,500	14,575,000	12,562,500	16,187,500	25,500,000	13,200,000
Ordinary Shares Subject to Possible Redemption	181,229,740	184,932,160	182,499,630	184,932,160	181,229,740	171,731,060	183,530,600
Ordinary Shares	688	651	675	651	688	783	665
Additional Paid-in Capital	8,065,350	4,362,967	6,795,473	4,362,967	8,065,350	17,563,935	5,764,513
Retained Earnings (Accumulated Deficit)	(3,066,034)	636,389	(1,796,139)	636,389	(3,066,034)	(12,564,708)	$ (765,175)
Change in fair value of warrant liabilities	(3,625,000)	2,012,500	(2,125,000)	(112,500)	(3,737,500)	(13,050,000)
Net income (loss)	$ (3,702,423)	$ 2,432,528	$ (1,780,964)	$ 651,564	$ (3,050,859)	$ (12,549,533)
Weighted average shares outstanding of redeemable ordinary shares (in Shares)	20,000,000	20,000,000	20,000,000	20,000,000	20,000,000	20,000,000
Basic and diluted income per share, redeemable ordinary shares (in Dollars per share)	$ 0.00	$ 0.03	$ 0.03	$ 0.06	$ 0.07	$ 0.07
Weighted average shares outstanding of non-redeemable ordinary shares (in Shares)	5,000,000	5,000,000	5,000,000	5,000,000	5,000,000	5,000,000
Basic and diluted net loss per share, non-redeemable ordinary shares (in Shares)	(0.76)	0.36	(0.47)	(0.11)	(0.87)	(2.78)
Net income (loss)			$ (1,780,964)	$ 2,776,564	$ (2,938,359)	$ (12,549,533)
Change in fair value of warrant liabilities			14,575,000	12,562,500	16,187,500	13,050,000
Initial classification of ordinary shares subject to redemption			183,530,600	183,530,600	183,530,600	183,530,600
Change in value of ordinary shares subject to possible redemption			$ (1,030,970)	$ 1,401,560	$ (2,300,860)	$ (11,799,540)

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Summary of Significant Accounting Policies (Details) [Line Items]
Common shares subject to possible redemption (in Shares)	17,173,106	0
Warrants exercisable	$ 26,250,000
Federal depository insurance	250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 4,529,222

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($)

10 Months Ended

12 Months Ended

Sep. 30, 2019

Sep. 30, 2020

Numerator: Earnings allocable to Redeemable Ordinary Shares

Interest Income

$ 1,367,922

Net Earnings

$ 1,367,922

Denominator: Weighted Average Redeemable Ordinary Shares

Redeemable Ordinary Shares, Basic and Diluted (in Shares)

20,000,000

Earnings/Basic and Diluted Redeemable Ordinary Shares (in Dollars per share)

$ 0.00

$ 0.07

Numerator: Net Loss minus Redeemable Net Earnings

Net Loss

$ (15,175)

$ (12,549,533)

Redeemable Net Earnings

(1,367,922)

Non-Redeemable Net Loss

$ (15,175)

$ (13,917,455)

Denominator: Weighted Average Non-Redeemable Ordinary Shares

Non-Redeemable Ordinary Shares, Basic and Diluted (in Shares)

^[1]

4,375,000

5,000,000

Loss/Basic and Diluted Non-Redeemable Ordinary Shares (in Shares)

0.00

(2.78)

[1]	Share count at September 30, 2019 excluded 656,250 shares subject to forfeiture. As a result of the underwriters’ election to partially exercise their over-allotment option, 31,250 shares were forfeited and 625,000 shares are no longer subject to forfeiture (see Note 4).

Initial Public Offering (Details) - USD ($)	12 Months Ended
Initial Public Offering (Details) - USD ($)	Sep. 30, 2020	Oct. 22, 2019
Initial Public Offering (Details) [Line Items]
Ordinary shares, price per share	$ 11.50
Proposed Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction	20,000,000
Share purchase price	$ 10.00
Public offering transaction, description	Each Unit consists of one ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share (see Note 6).
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units issued in transaction	2,500,000
Share purchase price	$ 10.00	$ 10.00

Related Party Transactions (Details) - USD ($)

1 Months Ended

10 Months Ended

12 Months Ended

Oct. 17, 2019

Aug. 31, 2019

Dec. 31, 2018

Sep. 30, 2019

Sep. 30, 2020

Oct. 22, 2019

Dec. 19, 2018

Aggregate purchase price

^[1]

$ 25,000

Additional ordinary shares

$ 11.50

Founder Shares [Member]

Issuance of ordinary shares (in Shares)

4,312,500

Aggregate purchase price

$ 25,000

Additional ordinary shares

$ 718,750

Shares outstanding (in Shares)

5,031,250

5,000,000

Subject to forfeiture (in Shares)

625,000

Shareholder outstanding shares percentage

20.00%

Founder shares forfeited (in Shares)

31,250

Exercisable price of warrants (in Dollars per share)

$ 12.50

Promissory Note — Related Party [Member]

Aggregate principal amount

$ 200,000

Outstanding under promissory note

$ 175,000

Support Services [Member]

Fees for service

$ 10,000

$ 115,000

Service fees included in accrued expenses

$ 115,000

Related Party Loans [Member]

Related party transaction, description

The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant.

Over-Allotment Option [Member]

Issuance of ordinary shares (in Shares)

2,625,000

Subject to forfeiture (in Shares)

656,250

Private Placement [Member]

Issuance of ordinary shares (in Shares)

6,250,000

Exercisable price of warrants (in Dollars per share)

$ 11.50

Warrants price per share (in Dollars per share)

$ 1.00

Aggregate purchase price

$ 6,250,000

Chief Executive Officer [Member]

Consulting fee

$ 10,000

$ 120,000

[1]	Included up to 656,250 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 4). On October 22, 2019, as a result of the underwriters’ election to partially exercise their over-allotment option, 31,250 shares were forfeited.

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Oct. 22, 2019	Sep. 30, 2020
Commitments and Contingencies (Details) [Line Items]
Aggregate cash fee (in Dollars)		$ 4,200,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Initial public offering		2,625,000
Options to purchase units	2,500,000
Share purchase price (in Dollars per share)	$ 10.00	$ 10.00

Shareholders' Equity (Details) - USD ($)

12 Months Ended

Sep. 30, 2020

Sep. 30, 2019

Stockholders' Equity Note [Abstract]

Preference shares, authorized

1,000,000

Preference shares, par value (in Dollars per share)

$ 0.0001

Ordinary shares, authorized

150,000,000

Ordinary shares, par value (in Dollars per share)

$ 0.0001

Ordinary shares, description

of the ordinary shares are entitled to one vote for each ordinary share.

Ordinary shares, issued

7,826,894

5,031,250

^[1]

Ordinary shares, outstanding

7,826,894

5,031,250

^[1]

Ordinary shares subject to possible redemption

17,173,106

Preference stock, shares issued

Preference shares, outstanding

Preference stock, shares outstanding (in Dollars)

$ 0

[1]	Share count at September 30, 2019 included 656,250 shares subject to forfeiture. As a result of the underwriters’ election to partially exercise their over-allotment option, 31,250 shares were forfeited and 625,000 shares are no longer subject to forfeiture (see Note 4).

Warrants (Details) - $ / shares	12 Months Ended
Warrants (Details) - $ / shares	Sep. 30, 2020	Apr. 16, 2021	Oct. 22, 2019
Warrants (Details) [Line Items]
Purchase of ordinary per share		$ 10.07
Business combination effective issue price per share	$ 9.20
Business combination description	(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 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, 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 described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price
Redemption of public warrants description	The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $18.00 per share (subject to adjustment) for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants and a current prospectus relating to those shares is available throughout the 30-day redemption period.
Private Placement [Member]
Warrants (Details) [Line Items]
Purchase of ordinary per share	$ 11.50		$ 10.00

Fair Value Measurements (Details)	12 Months Ended
Fair Value Measurements (Details)	Sep. 30, 2020 USD ($)
Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Estimated fair value	$ 6,200,000
U.S. Treasury Bills [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in the Trust Account	46,650
Cash	$ 201,276,689

Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities	12 Months Ended
	Sep. 30, 2020 USD ($)
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Amortized Cost	$ 201,276,689
Gross Holding Loss	(254)
Fair Value	$ 201,276,435
US Treasury Securities [Member]
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Held-To-Maturity	Oct. 22, 2020
Level	1
Amortized Cost	$ 26,298,490
Gross Holding Loss	195
Fair Value	$ 26,298,685
US Treasury Securities One [Member]
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Held-To-Maturity	Oct. 29, 2020
Level	1
Amortized Cost	$ 24,998,590
Gross Holding Loss	(340)
Fair Value	$ 24,998,250
US Treasury Securities Two [Member]
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Held-To-Maturity	Nov. 05, 2020
Level	1
Amortized Cost	$ 49,994,033
Gross Holding Loss	1,967
Fair Value	$ 49,996,000
US Treasury Securities Three [Member]
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Held-To-Maturity	Nov. 27, 2020
Level	1
Amortized Cost	$ 49,993,862
Gross Holding Loss	(1,362)
Fair Value	$ 49,992,500
US Treasury Securities Four [Member]
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Held-To-Maturity	Dec. 10, 2020
Level	1
Amortized Cost	$ 49,991,714
Gross Holding Loss	(714)
Fair Value	$ 49,991,000

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis	Sep. 30, 2020 USD ($)
Level 1 [Member]
Assets:
U.S. Treasury Securities	$ 201,276,435
Level 1 [Member] \| Public Warrants [Member]
Liabilities
Warrant Liabilities	15,000,000
Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities
Warrant Liabilities	$ 10,500,000

Fair Value Measurements (Details) - Schedule of fair value measurements - $ / shares	1 Months Ended	12 Months Ended
	Oct. 22, 2019	Sep. 30, 2020
Schedule of fair value measurements [Abstract]
Unit price (in Dollars per share)	$ 10.08
Share Price (in Dollars per share)		$ 9.93
Term (in years)	5 years 6 months	5 years 6 months
Volatility	15.60%	23.50%
Risk-free rate	1.61%	0.33%
Dividend yield	0.00%	0.00%

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities	12 Months Ended
	Sep. 30, 2020 USD ($)
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of October 1, 2019
Initial measurement on October 22, 2019	7,000,000
Transfers to Level 1
Change in fair value	3,500,000
Fair value as of September 30, 2020	10,500,000
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of October 1, 2019
Initial measurement on October 22, 2019	6,200,000
Transfers to Level 1	(6,200,000)
Change in fair value
Fair value as of September 30, 2020
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of October 1, 2019
Initial measurement on October 22, 2019	13,200,000
Transfers to Level 1	(6,200,000)
Change in fair value	3,500,000
Fair value as of September 30, 2020	$ 10,500,000

Subsequent Events (Details) - Forecast [Member]	1 Months Ended
Subsequent Events (Details) - Forecast [Member]	Mar. 31, 2021
Business Combination Agreement [Member]
Subsequent Events (Details) [Line Items]
Agreement, description	Pursuant to the Business Combination Agreement, (i) Merger Sub will merge with and into SPAC, with SPAC surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in the context of the Merger, (a) all ordinary shares of SPAC, par value $0.0001 per share (“SPAC Ordinary Shares”) outstanding will be exchanged with Holdco for the right to receive ordinary shares of Holdco, nominal value $0.01 per share (“Holdco Ordinary Shares”) pursuant to a share capital increase of Holdco, (b) the SPAC Warrants will become warrants of Holdco (“Holdco Warrants”) exercisable for Holdco Ordinary Shares, on substantially the same terms as the SPAC Warrants and (c) Holdco shall enter into an Assignment, Assumption and Amendment Agreement with SPAC and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent, to amend and assume SPAC’s obligations under the existing Warrant Agreement, dated October 17, 2019, to give effect to the conversion of SPAC Warrants to Holdco Warrants; (ii) immediately following consummation of the Merger and pursuant to those certain individual Contribution and Exchange Agreements, each dated as of March 31, 2021, and entered into by and among Holdco, the Company and each of the shareholders of the Company (the “Company Shareholders”) (collectively, the “Exchange Agreements”), each of the Company Shareholders, effective on the Closing Date immediately following the Merger (the “Exchange Effective Time”) will contribute its respective ordinary shares of the Company, nominal value $1.00 per share (“Company Ordinary Shares”) to Holdco in exchange for Holdco Ordinary Shares, and, in the case of the International Finance Corporation (“IFC”), for Holdco Ordinary Shares and redeemable B shares of Holdco (the “Holdco Redeemable B Shares”), to be subscribed for by each such Company Shareholder (such contributions and exchanges of Company Ordinary Shares for Holdco Ordinary Shares and, with respect to IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, collectively, the “Exchange”) and Holdco will, simultaneously with the Exchange, redeem all redeemable A shares of Holdco (the “Holdco Redeemable A Shares” and together with the Holdco Ordinary Shares and Holdco Redeemable B Shares, the “Holdco Shares”) held by the Company as a result of its incorporation; (iii) as a result of the Exchange, the Company will become a direct wholly-owned subsidiary of Holdco and the Company Shareholders will become holders of issued and outstanding Holdco Shares; and (iv) immediately following the Exchange, Holdco will redeem 6,000,000 Holdco Redeemable B Shares for a total purchase price of $60,000,000 in accordance with that certain Share Redemption Agreement entered into by and between Holdco and IFC on March 31, 2021. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Business Combination Agreement.
Subscription Agreements [Member]
Subsequent Events (Details) [Line Items]
Agreement, description	The Company has entered into separate subscription agreements (collectively, the “Subscription Agreements”), dated March 31, 2021, with certain investors, pursuant to which SPAC has agreed to issue and sell, in private placements to close contemporaneously with, but immediately prior to, the Merger, an aggregate of 10,000,000 SPAC Ordinary Shares, for a purchase price of $10.00 per SPAC Ordinary Share and an aggregate purchase price of $100,000,000 (the “PIPE Investment”), which will automatically be converted into Holdco Ordinary Shares at the Merger Effective Time. The Subscription Agreements give the investors customary registration and indemnification rights.