0001213900-21-042430 | 10-Q | XBRL Viewer | Union Acquisition Corp II

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Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Jun. 30, 2021	Aug. 13, 2021
Document Information Line Items
Entity Registrant Name	UNION ACQUISITION CORP. II
Trading Symbol	LATN
Document Type	10-Q
Current Fiscal Year End Date	--09-30
Entity Common Stock, Shares Outstanding		18,553,164
Amendment Flag	false
Entity Central Index Key	0001766146
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39089
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	1425 Brickell Ave
Entity Address, Address Line Two	#57B
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	(305)
Local Phone Number	306-2522
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Balance Sheets - USD ($)	Jun. 30, 2021	Sep. 30, 2020
Current Assets
Cash	$ 2,126	$ 955,800
Prepaid expenses	41,100	96,472
Total Current Assets	43,226	1,052,272
Investments held in Trust Account	137,245,382	201,323,339
TOTAL ASSETS	137,288,608	202,375,611
Current liabilities
Accrued expenses	121,146	144,541
Advances from related parties	813,190
Total Current Liabilities	934,336	144,541
Warrant liabilities	30,075,000	25,500,000
Total Liabilities	31,009,336	25,644,541
Commitments and Contingencies
Ordinary shares subject to possible redemption, 13,553,164 and 17,173,106 shares at redemption value as of June 30, 2021 and September 30, 2020, respectively	135,101,919	171,731,060
Shareholders’ (Deficit) 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; 5,000,000 and 7,826,894 shares issued and outstanding (excluding 13,553,164 and 17,173,106 shares subject to possible redemption) as of June 30, 2021 and September 30, 2020, respectively	500	783
Additional paid-in capital		17,563,935
Accumulated deficit	(28,823,147)	(12,564,708)
Total Shareholders’ (Deficit) Equity	(28,822,647)	5,000,010
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$ 137,288,608	$ 202,375,611

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2021	Sep. 30, 2020
Statement of Financial Position [Abstract]
Ordinary shares subject to possible redemption	13,553,164	17,173,106
Preference stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference stock, shares authorized	1,000,000	1,000,000
Preference stock, shares issued
Preference stock, shares outstanding
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	150,000,000	150,000,000
Ordinary shares, issued	5,000,000	7,826,894
Ordinary shares, outstanding	5,000,000	7,826,894

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
General and administrative expenses	$ 387,582	$ 173,079	$ 1,023,152	$ 630,456
Loss from operations	(387,582)	(173,079)	(1,023,152)	(630,456)
Other (expense) income:
Change in fair value of warrant liabilities	(5,100,000)	(3,625,000)	(4,575,000)	(3,737,500)
Interest earned on marketable securities held in Trust Account	6,676	95,656	44,435	1,317,097
Total, other expense, net	(5,093,324)	(3,529,344)	(4,530,565)	(2,420,403)
Net loss	$ (5,480,906)	$ (3,702,423)	$ (5,553,717)	$ (3,050,859)
Weighted average shares outstanding of redeemable ordinary shares (in Shares)	14,842,531	20,000,000	18,293,485	20,000,000
Basic and diluted net income per redeemable ordinary share (in Dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 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
Basic and diluted net income (loss) per non-redeemable ordinary share (in Shares)	(1.10)	(0.76)	(1.12)	(0.87)

Condensed Statements of Changes in Shareholders’ (Deficit) Equity (Unaudited) - USD ($)	Ordinary Shares	Additional paid in capital	Accumulated deficit	Total
Balance at Sep. 30, 2019	$ 503	$ 24,497	$ (15,175)	$ 9,825
Balance (in Shares) at Sep. 30, 2019	5,031,250
Forfeiture of Founder Shares	$ (3)	3
Forfeiture of Founder 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		189,270,778
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	$ (1,825)	(182,497,805)		(182,499,630)
Ordinary shares subject to possible redemption (in Shares)	(18,249,963)
Net income (loss)			(1,780,964)	(1,780,964)
Balance at Dec. 31, 2019	$ 675	6,795,473	(1,796,139)	5,000,009
Balance (in Shares) at Dec. 31, 2019	6,750,037
Change in value of ordinary shares subject to possible redemption	$ (24)	(2,432,506)		(2,432,530)
Change in value of ordinary shares subject to possible redemption (in Shares)	(243,253)
Net income (loss)			2,432,528	2,432,528
Balance at Mar. 31, 2020	$ 651	4,362,967	636,389	5,000,007
Balance (in Shares) at Mar. 31, 2020	6,506,784
Change in value of ordinary shares subject to possible redemption	$ 37	3,702,382		3,702,420
Change in value of ordinary shares subject to possible redemption (in Shares)	370,242
Net income (loss)			(3,702,423)	(3,702,423)
Balance at Jun. 30, 2020	$ 688	8,065,350	(3,066,034)	5,000,004
Balance (in Shares) at Jun. 30, 2020	6,877,026
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
Change in value of ordinary shares subject to possible redemption	$ 60	6,076,810		6,076,870
Change in value of ordinary shares subject to possible redemption (in Shares)	607,687
Net income (loss)			(6,076,872)	(6,076,872)
Balance at Dec. 31, 2020	$ 843	23,640,745	(18,641,580)	5,000,008
Balance (in Shares) at Dec. 31, 2020	8,434,581
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
Balance at Jun. 30, 2021	$ 500		(28,823,147)	(28,822,647)
Balance (in Shares) at Jun. 30, 2021	5,000,000
Balance at Dec. 31, 2020	$ 843	23,640,745	(18,641,580)	5,000,008
Balance (in Shares) at Dec. 31, 2020	8,434,581
Change in value of ordinary shares subject to possible redemption	$ (343)	(23,640,745)	(10,704,722)	(34,345,810)
Change in value of ordinary shares subject to possible redemption (in Shares)	(3,434,581)
Net income (loss)			6,004,061	6,004,061
Balance at Mar. 31, 2021	$ 500		(23,342,241)	(23,341,741)
Balance (in Shares) at Mar. 31, 2021	5,000,000
Net income (loss)			(5,480,906)	(5,480,906)
Balance at Jun. 30, 2021	$ 500		$ (28,823,147)	$ (28,822,647)
Balance (in Shares) at Jun. 30, 2021	5,000,000

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash Flows from Operating Activities:
Net (loss) income	$ (5,553,717)	$ (3,050,859)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(44,435)	(1,317,097)
Change in fair value of warrant liabilities	4,575,000	3,737,500
Fees charged on Trust Account	37,500	32,083
Changes in operating assets and liabilities:
Prepaid expenses	55,373	(179,022)
Accrued expenses	(23,395)	111,193
Net cash used in operating activities	(953,674)	(666,202)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(200,000,000)
Cash withdrawn from Trust Account to redeeming shareholders	64,898,081
Investment of cash into Trust Account by Sponsor	(813,190)
Net cash provided by (used in) investing activities	64,084,891	(200,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		196,000,000
Proceeds from sale of Private Placement Warrants		6,250,000
Repayment of promissory note – related party		(175,000)
Redemption of common stock	(64,898,081)	(372,228)
Advances from related party	813,190
Net cash (used in) provided by financing activities	(64,084,891)	201,702,772
Net Change in Cash	(953,674)	1,036,570
Cash – Beginning	955,800	27,831
Cash – Ending	2,126	1,064,401
Non-Cash Investing and Financing Activities:
Initial classification of ordinary shares subject to possible redemption		196,730,600
Change in value of ordinary shares subject to possible redemption	$ (48,629,141)	$ 686,640

Organization and Plan of Business Operations

9 Months Ended

Jun. 30, 2021

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 June 30, 2021, the Company had not yet commenced any operations. All activity through June 30, 2021 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 and activities in connection with the proposed acquisition of Procaps Group, S.A., a public limited liability company governed by the laws of the Grand Duchy of Luxembourg (“Procaps”) (see Note 5). 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 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 3.

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 4.

Transaction costs amounted to $4,529,222, consisting of $4,000,000 of underwriting fees and $529,222 of other offering costs.

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.

On April 16, 2021, the Company also agreed to deposit a maximum total of $0.12 into the trust account for each of the Shares that are not redeemed in connection with the Extraordinary General Meeting (the “Contribution”). The terms of the Contribution are that each month of the Extension a deposit in an amount equal to $0.02 will be made into the trust account until completion of the business combination. The first payment into the trust account occurred on April 22, 2021 and will recur for each month that is needed by the Company to complete an initial business combination during the Extension. The Company paid $271,063 on April 22, 2021, May 22, 2021 and June 22, 2021 for a total of 813,190.

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 3), the Founder Shares (as defined in Note 4) 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.

Summary of Significant Accounting Policies

9 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended September 30, 2020 as filed with the SEC on June 11, 2021, which contains the audited financial statements and notes thereto. The financial information as of September 30, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K/A for the years ended September 30, 2020 and 2019. The interim results for the three and nine months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending September 30, 2021 or for any future interim periods.

Liquidity and Going Concern

As of June 30, 2021, the Company had $2,126 in its operating bank accounts, $137,245,382 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $891,110. As of June 30, 2021, approximately $1,412,357 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through October 22, 2021 (approved extension date), the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

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 unaudited condensed interim 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 unaudited condensed interim 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 liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

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.

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 June 30, 2021 and September 30, 2020, respectively, there are 13,533,164 and 17,173,106 ordinary shares subject to possible redemption presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A ordinary shares issued were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Income Taxes

ASC Topic 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2021 and September 30, 2020, 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 Company’s condensed 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. 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):

	Three Months Ended June 30,						Nine Months Ended June 30,
	2021			2020			2021			2020
Redeemable Ordinary Shares
Numerator: Earnings allocable to Redeemable Ordinary Shares
Interest Income	$	6,676		$	95,656		$	44,435		$	1,317,097
Net Earnings	$	6,676		$	95,656		$	44,435		$	1,317,097
Denominator: Weighted Average Redeemable Ordinary Shares
Redeemable Ordinary Shares, Basic and Diluted		14,842,531			20,000,000			18,293,485			20,000,000
Earnings/Basic and Diluted Redeemable Ordinary Shares	$	0.00		$	0.00		$	0.00		$	0.07

Non-Redeemable Ordinary Shares
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$	(5,480,906	)	$	(3,702,423	)	$	(5,553,717	)	$	(3,050,859	)
Redeemable Net Earnings		(6,676	)		(95,656	)		(44,435	)		(1,317,097	)
Non-Redeemable Net Income (Loss)	$	(5,487,582	)	$	(3,798,079	)	$	(5,598,152	)	$	(4,367,956	)
Denominator: Weighted Average Non-Redeemable Ordinary Shares ⁽¹⁾
Non-Redeemable Ordinary Shares, Basic and Diluted		5,000,000			5,000,000			5,000,000			5,000,000
Income (Loss) /Basic and Diluted Non-Redeemable Ordinary Shares	$	(1.10	)	$	(0.76	)	$	(1.12	)	$	(0.87	)

(1)	For the three and nine months ended June 30, 2021 and 2020, 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 June 30, 2021 and September 30, 2020, 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,” approximate the carrying amounts represented in the accompanying unaudited condensed interim financial statements, primarily due to their short-term nature, except for the warrant liabilities (see Note 7).

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is for fiscal years beginning after December 15, 2021 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

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

Initial Public Offering

9 Months Ended

Jun. 30, 2021

Proposed Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 3 — 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 7).

Related Party Transactions

9 Months Ended

Jun. 30, 2021

RELATED PARTY TRANSACTIONS

NOTE 4 — 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. 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, resulting in 5,000,000 ordinary shares 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.

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 three and nine months ended June 30, 2021 and 2020, the Company incurred $30,000, $30,000, $85,000 and $90,000 in fees for these services, respectively. At June 30, 2021 and September 30, 2020, $60,000 and $115,000 of such fee is included in accrued expenses in the accompanying unaudited condensed interim balance sheets.

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 three and nine months ended June 30, 2021 and 2020, the Company incurred and paid $30,000 and $90,000, respectively, in fees for these services.

Advances from Related Party

As of June 30, 2021, the Sponsor paid $813,190 on behalf of the Company in connection with the Contribution as described in Note 1. The advances are non-interest bearing and are currently due on demand.

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 June 30, 2021 and September 30, 2020, no Working Capital Loans were outstanding.

Commitments and Contingencies

9 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 5 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, and/or results of its operations, the specific impact is not readily determinable as of the date of these unaudited condensed interim financial statements. The unaudited condensed interim 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 engaged 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).

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.

Nomura Agreement

On April 12, 2021, the Company announced that it has entered into an agreement (the “Support Agreement”) with Nomura Securities International, Inc. (“Nomura”) to support the special resolution (“Extension Amendment Proposal”) to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate a business combination from April 22, 2021 to October 22, 2021 (the “Extension”). Pursuant to the Support Agreement, Nomura agrees (i) to use reasonable efforts to acquire up to 1,900,000 Shares (the “Maximum Number of Shares”) prior to April 16, 2021 and (ii) that it will not make an Election with respect to any Shares it purchases under the terms of the Support Agreement and will use reasonable efforts to withdraw any outstanding Election previously made with respect to such Shares. Pursuant to the Support Agreement, the Company agrees to pay Nomura an amount in cash equal to (i) the Maximum Number of Shares multiplied by (ii) $10.07 multiplied by (iii) 0.01, subject to certain adjustments. Nomura acquired 1,200,000 shares in connection with this agreement and the Company paid $156,360 to Nomura which is recorded in the statement of operations for the three and nine months ended June 30, 2021.

Shareholders' Equity

9 Months Ended

Jun. 30, 2021

Stockholders' Equity Note [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 6 — 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 June 30, 2021 and September 30, 2020, 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 June 30, 2021 and September 30, 2020, there were 5,000,000 and 7,826,894 ordinary shares issued and outstanding, excluding 13,553,164 and 17,173,106 ordinary shares subject to possible redemption, respectively.

The Company determined the ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Upon considering the impact of the PIPE Investment and associated Subscription Agreements entered into on March 31, 2021, it was concluded that the redemption value should include all Public Shares resulting in the ordinary shares subject to possible redemption being equal to $135,101,919. This resulted in a measurement adjustment to the initial carrying value of the ordinary shares subject to redemption with the offset recorded to additional paid-in capital and accumulated deficit.

- Definition

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

+ References

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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrant Liabilities

9 Months Ended

Jun. 30, 2021

Warrant Liabilities [Abstract]

WARRANT LIABILITIES

NOTE 7 — WARRANT LIABILITIES

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

9 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 8 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The 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.

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:

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2:

Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility, and credit risk, either directly or indirectly;

Level 3:

Prices or valuations that require significant unobservable input (including Management’s assumptions in determining fair value measurement).

At June 30, 2021, assets held in the Trust Account were comprised of $271,213 in cash, $99,994,737 in U.S. Treasury Bills and $36,979,432 in money market funds, which are invested in U.S. Treasury securities.

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 following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and September 30, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	June 30, 2021		September 30, 2020
Assets:
Investments held in the Trust Account	1	$	137,245,382	$	201,276,435
Liabilities:
Warrant liabilities – Public Warrants	1	$	18,200,000	$	15,000,000
Warrant liabilities – Private Placement Warrants	3	$	11,875,000	$	10,500,000

The gross holding losses and fair value of held-to-maturity securities at June 30, 2021 are presented below.

	Held-To-Maturity	Level	Amortized Cost		Gross Holding Loss			Fair Value
June 30, 2021	U.S. Treasury Securities (Mature on 11/04/2021)	1	$	99,994,737	$	(12,737	)	$	99,982,000
			$	99,994,737	$	(12,737	)	$	99,982,000

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 Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed balance sheets. 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 condensed statements of operations.

The Private Placement Warrants were valued using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Public Warrants were initially valued using a Monte Carlo simulation. 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. The primary unobservable input utilized in determining the fair value of the ordinary shares. The expected volatility was initially derived from observable public warrant pricing on comparable ‘blank check’ companies without an identified target.

Inherent in a Black Scholes Option Pricing Model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the Public and Private Placement Warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Public and Private Placement Warrants. The term to expiration was calculated as the contractual term of the Public and Private Placement Warrants, assuming one year to a Business Combination from the IPO date. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly.

The following table presents the quantitative information regarding Level 3 fair value measurement inputs at their measurement dates:

	As of June 30, 2021			As of September 30, 2020
Share Price	$	10.09		$	9.93
Term (in years)		5.3			5.5
Volatility		24.2	%		23.5	%
Risk-free rate		0.92	%		0.33	%
Dividend yield		0.0	%		0.0	%

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended June 30, 2021 is summarized as follows:

	Private Placement
Fair value as of October 1, 2020	$	10,500,000
Change in fair value of derivative warrant liabilities		1,875,000
Fair value as of December 31, 2020		12,375,000
Change in fair value of derivative warrant liabilities		(1,000,000	)
Fair value as of March 31, 2021		11,375,000
Change in fair value		500,000
Fair value as of June 30, 2021	$	11,875,000

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended June 30, 2021 and 2020.

- 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

9 Months Ended

Jun. 30, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed interim financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed interim financial statements.

Accounting Policies, by Policy (Policies)

9 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Going Concern

Liquidity and Going Concern

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Warrant Liabilities

Warrant Liabilities

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

Offering Costs

Offering Costs

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):

	Three Months Ended June 30,						Nine Months Ended June 30,
	2021			2020			2021			2020
Redeemable Ordinary Shares
Numerator: Earnings allocable to Redeemable Ordinary Shares
Interest Income	$	6,676		$	95,656		$	44,435		$	1,317,097
Net Earnings	$	6,676		$	95,656		$	44,435		$	1,317,097
Denominator: Weighted Average Redeemable Ordinary Shares
Redeemable Ordinary Shares, Basic and Diluted		14,842,531			20,000,000			18,293,485			20,000,000
Earnings/Basic and Diluted Redeemable Ordinary Shares	$	0.00		$	0.00		$	0.00		$	0.07

Non-Redeemable Ordinary Shares
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$	(5,480,906	)	$	(3,702,423	)	$	(5,553,717	)	$	(3,050,859	)
Redeemable Net Earnings		(6,676	)		(95,656	)		(44,435	)		(1,317,097	)
Non-Redeemable Net Income (Loss)	$	(5,487,582	)	$	(3,798,079	)	$	(5,598,152	)	$	(4,367,956	)
Denominator: Weighted Average Non-Redeemable Ordinary Shares ⁽¹⁾
Non-Redeemable Ordinary Shares, Basic and Diluted		5,000,000			5,000,000			5,000,000			5,000,000
Income (Loss) /Basic and Diluted Non-Redeemable Ordinary Shares	$	(1.10	)	$	(0.76	)	$	(1.12	)	$	(0.87	)

(1)	For the three and nine months ended June 30, 2021 and 2020, 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

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

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

	Three Months Ended June 30,						Nine Months Ended June 30,
	2021			2020			2021			2020
Redeemable Ordinary Shares
Numerator: Earnings allocable to Redeemable Ordinary Shares
Interest Income	$	6,676		$	95,656		$	44,435		$	1,317,097
Net Earnings	$	6,676		$	95,656		$	44,435		$	1,317,097
Denominator: Weighted Average Redeemable Ordinary Shares
Redeemable Ordinary Shares, Basic and Diluted		14,842,531			20,000,000			18,293,485			20,000,000
Earnings/Basic and Diluted Redeemable Ordinary Shares	$	0.00		$	0.00		$	0.00		$	0.07

Non-Redeemable Ordinary Shares
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Net Income (Loss)	$	(5,480,906	)	$	(3,702,423	)	$	(5,553,717	)	$	(3,050,859	)
Redeemable Net Earnings		(6,676	)		(95,656	)		(44,435	)		(1,317,097	)
Non-Redeemable Net Income (Loss)	$	(5,487,582	)	$	(3,798,079	)	$	(5,598,152	)	$	(4,367,956	)
Denominator: Weighted Average Non-Redeemable Ordinary Shares ⁽¹⁾
Non-Redeemable Ordinary Shares, Basic and Diluted		5,000,000			5,000,000			5,000,000			5,000,000
Income (Loss) /Basic and Diluted Non-Redeemable Ordinary Shares	$	(1.10	)	$	(0.76	)	$	(1.12	)	$	(0.87	)

Fair Value Measurements (Tables)

9 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

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

Description	Level	June 30, 2021		September 30, 2020
Assets:
Investments held in the Trust Account	1	$	137,245,382	$	201,276,435
Liabilities:
Warrant liabilities – Public Warrants	1	$	18,200,000	$	15,000,000
Warrant liabilities – Private Placement Warrants	3	$	11,875,000	$	10,500,000

Schedule of fair value of held-to-maturity securities

	Held-To-Maturity	Level	Amortized Cost		Gross Holding Loss			Fair Value
June 30, 2021	U.S. Treasury Securities (Mature on 11/04/2021)	1	$	99,994,737	$	(12,737	)	$	99,982,000
			$	99,994,737	$	(12,737	)	$	99,982,000

	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 quantitative information regarding Level 3 fair value measurements

	As of June 30, 2021			As of September 30, 2020
Share Price	$	10.09		$	9.93
Term (in years)		5.3			5.5
Volatility		24.2	%		23.5	%
Risk-free rate		0.92	%		0.33	%
Dividend yield		0.0	%		0.0	%

Schedule of changes in the fair value of Level 3 warrant liabilities

	Private Placement
Fair value as of October 1, 2020	$	10,500,000
Change in fair value of derivative warrant liabilities		1,875,000
Fair value as of December 31, 2020		12,375,000
Change in fair value of derivative warrant liabilities		(1,000,000	)
Fair value as of March 31, 2021		11,375,000
Change in fair value		500,000
Fair value as of June 30, 2021	$	11,875,000

- 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		9 Months Ended
	Apr. 16, 2021	Oct. 22, 2019	Jun. 30, 2021	Sep. 30, 2020
Organization and Plan of Business Operations (Details) [Line Items]
Share price (in Dollars per share)			$ 10.09	$ 9.93
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 4.
Transaction costs			$ 4,529,222
Underwriting fees			4,000,000
Other offering costs			529,222
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.
Redeem aggregate ordinary shares (in Shares)			6,446,836
Redeem aggregate value of ordinary shares			$ 64,898,081
Redeem price, per share (in Dollars per share)			$ 10.07
Maximum total	$ 0.12
Trust account until completion	$ 0.02
Company paid			The Company paid $271,063 on April 22, 2021, May 22, 2021 and June 22, 2021 for a total of 813,190.
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
Gross proceeds		$ 200,000,000
Business Combination [Member]
Organization and Plan of Business Operations (Details) [Line Items]
Initial business combination percentage			50.00%
Business Combination [Member] \| Private Placement [Member]
Organization and Plan of Business Operations (Details) [Line Items]
Initial business combination percentage			80.00%

Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended
	Jun. 30, 2021	Sep. 30, 2020
Accounting Policies [Abstract]
Operating bank accounts	$ 2,126
Assets held in trust account	137,245,382
Working capital deficit	891,110
Interest income	$ 1,412,357
Common shares subject to possible redemption (in Shares)	13,533,164	17,173,106
Federal depository insurance	$ 250,000

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

3 Months Ended

9 Months Ended

Jun. 30, 2021

Jun. 30, 2020

Jun. 30, 2021

Jun. 30, 2020

Numerator: Earnings allocable to Redeemable Ordinary Shares

Interest Income (in Dollars)

$ 6,676

$ 95,656

$ 44,435

$ 1,317,097

Net Earnings (in Dollars)

$ 6,676

$ 95,656

$ 44,435

$ 1,317,097

Denominator: Weighted Average Redeemable Ordinary Shares

Redeemable Ordinary Shares, Basic and Diluted

14,842,531

20,000,000

18,293,485

20,000,000

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

$ 0.00

$ 0.07

Numerator: Net Income (Loss) minus Redeemable Net Earnings

Net Income (Loss) (in Dollars)

$ (5,480,906)

$ (3,702,423)

$ (5,553,717)

$ (3,050,859)

Redeemable Net Earnings (in Dollars per share)

$ (6,676)

$ (95,656)

$ (44,435)

$ (1,317,097)

Non-Redeemable Net Income (Loss)

(5,487,582)

(3,798,079)

(5,598,152)

(4,367,956)

Denominator: Weighted Average Non-Redeemable Ordinary Shares (1)

Non-Redeemable Ordinary Shares, Basic and Diluted

^[1]

5,000,000

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

(1.10)

(0.76)

(1.12)

(0.87)

[1]	For the three and nine months ended June 30, 2021 and 2020, basic and diluted shares are the same as there are no securities that are dilutive to the shareholders.

Initial Public Offering (Details) - $ / shares	9 Months Ended
Initial Public Offering (Details) - $ / shares	Jun. 30, 2021	Oct. 22, 2019
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 7).
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 ($)	1 Months Ended				3 Months Ended					9 Months Ended
Related Party Transactions (Details) - USD ($)	Sep. 30, 2020	Oct. 17, 2019	Aug. 31, 2019	Dec. 31, 2018	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Related Party Transactions (Details) [Line Items]
Aggregate purchase price						$ (34,345,810)	$ 6,076,870	$ 3,702,420	$ (2,432,530)
Ordinary shares outstanding (in Shares)					5,000,000					5,000,000
Aggregate purchase price										$ 100,000,000
Fees for service					$30,000			$30,000		$85,000	$90,000
Related Party Tax Expense Effect of Change in Allocation Methodology										$ 813,190
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)				4,312,500
Aggregate purchase price				$ 25,000
Additional ordinary shares			$ 718,750
Ordinary shares outstanding (in Shares)			5,031,250
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					$ 12.50
Support Services [Member]
Related Party Transactions (Details) [Line Items]
Fees for service	$ 115,000	$ 10,000								$ 60,000
Related Party Loans [Member]
Related Party Transactions (Details) [Line Items]
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.
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Consulting fee		$ 10,000
Chief Operating Officer [Member]
Related Party Transactions (Details) [Line Items]
Fees for service					$ 30,000			$ 90,000		$ 30,000	$ 90,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)										2,625,000
Subject to forfeiture (in Shares)			656,250
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Issuance of ordinary shares (in Shares)										6,250,000
Exercisable price of warrants (in Dollars per share)					$ 11.50					$ 11.50
Warrants price per share (in Dollars per share)					$ 1.00					$ 1.00
Aggregate purchase price										$ 6,250,000

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Oct. 22, 2019	Jun. 30, 2021
Commitments and Contingencies (Details) [Line Items]
Share purchase price		$ 11.50
Aggregate cash fee (in Dollars)		$ 4,200,000
Aggregate purchase price (in Dollars)		$ 100,000,000
Aggregate of ordinary shares (in Shares)		10,000,000
Purchase price of per ordinary share		$ 10.00
Nomura agreement description		(i) to use reasonable efforts to acquire up to 1,900,000 Shares (the “Maximum Number of Shares”) prior to April 16, 2021 and (ii) that it will not make an Election with respect to any Shares it purchases under the terms of the Support Agreement and will use reasonable efforts to withdraw any outstanding Election previously made with respect to such Shares. Pursuant to the Support Agreement, the Company agrees to pay Nomura an amount in cash equal to (i) the Maximum Number of Shares multiplied by (ii) $10.07 multiplied by (iii) 0.01, subject to certain adjustments. Nomura acquired 1,200,000 shares in connection with this agreement and the Company paid $156,360 to Nomura which is recorded in the statement of operations for the three and nine months ended June 30, 2021
Business Combination [Member]
Commitments and Contingencies (Details) [Line Items]
Par value per share		$ 0.0001
Holdco Ordinary Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Nominal value per share		0.01
Company Ordinary Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Nominal value per share		$ 1.00
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Initial public offering (in Shares)		2,625,000
Options to purchase units (in Shares)	2,500,000
Share purchase price	$ 10.00	$ 10.00
Holdco Redeemable B Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Redeemable shares (in Shares)		6,000,000
Aggregate purchase price (in Dollars)		$ 60,000,000

Shareholders' Equity (Details) - $ / shares	9 Months Ended
Shareholders' Equity (Details) - $ / shares	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020
Shareholders' Equity (Details) [Line Items]
Preference shares, authorized	1,000,000		1,000,000
Preference shares, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Ordinary shares, authorized	150,000,000		150,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Warrants, description	The Company determined the ordinary shares subject to redemption to be equal to the redemption value of approximately $10.00 per ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001.
Ordinary shares, issued	5,000,000		7,826,894
Ordinary shares, outstanding	5,000,000		7,826,894
Ordinary shares subject to possible redemption	13,553,164	135,101,919	17,173,106
Warrant [Member]
Shareholders' Equity (Details) [Line Items]
Warrants, description	Holders of the ordinary shares are entitled to one vote for each ordinary share.

Warrant Liabilities (Details)	9 Months Ended
Warrant Liabilities (Details)	Jun. 30, 2021 $ / shares
Warrant Liabilities (Details) [Line Items]
Share price per share	$ 11.50
Warrant expiration year	5 years
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.
Business Combination [Member]
Warrant Liabilities (Details) [Line Items]
Business combination, description	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.

Fair Value Measurements (Details) - USD ($)	9 Months Ended
Fair Value Measurements (Details) - USD ($)	Jun. 30, 2021	Sep. 30, 2020
Fair Value Measurements (Details) [Line Items]
Assets held in the Trust Account	$ 271,213	$ 46,650
Money market funds	36,979,432
U.S. Treasury Bills [Member]
Fair Value Measurements (Details) [Line Items]
Assets held in the Trust Account	$ 99,994,737	$ 201,276,689

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($)	Jun. 30, 2021	Sep. 30, 2020
Level 1 [Member]
Assets:
Investments held in the Trust Account	$ 137,245,382	$ 201,276,435
Level 1 [Member] \| Public Warrants [Member]
Liabilities:
Warrant liabilities	18,200,000	15,000,000
Level 3 [Member] \| Private Placement Warrants [Member]
Liabilities:
Warrant liabilities	$ 11,875,000	$ 10,500,000

Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities - Level 1 [Member] - USD ($)	9 Months Ended	12 Months Ended
	Jun. 30, 2021	Sep. 30, 2020
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Gross Holding Loss	$ (12,737)	$ (254)
Fair Value	99,982,000	201,276,435
Amortized Cost	$ 99,994,737	$ 201,276,689
U.S. Treasury Securities (Mature on 11/04/2021) [Member]
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Held-To-Maturity	U.S. Treasury Securities (Mature on 11/04/2021)
Gross Holding Loss	$ (12,737)
Fair Value	99,982,000
Amortized Cost	$ 99,994,737
U.S. Treasury Securities (Mature on 10/22/2020) [Member]
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Held-To-Maturity		U.S. Treasury Securities (Mature on 10/22/2020)
Gross Holding Loss		$ 195
Fair Value		26,298,685
Amortized Cost		$ 26,298,490
U.S. Treasury Securities (Mature on 10/29/2020) [Member]
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Held-To-Maturity		U.S. Treasury Securities (Mature on 10/29/2020)
Gross Holding Loss		$ (340)
Fair Value		24,998,250
Amortized Cost		$ 24,998,590
U.S. Treasury Securities (Mature on 11/5/2020) [Member]
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Held-To-Maturity		U.S. Treasury Securities (Mature on 11/5/2020)
Gross Holding Loss		$ 1,967
Fair Value		49,996,000
Amortized Cost		$ 49,994,033
U.S. Treasury Securities (Mature on 11/27/2020) [Member]
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Held-To-Maturity		U.S. Treasury Securities (Mature on 11/27/2020)
Gross Holding Loss		$ (1,362)
Fair Value		49,992,500
Amortized Cost		$ 49,993,862
U.S. Treasury Securities (Mature on 12/10/2020) [Member]
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities [Line Items]
Held-To-Maturity		U.S. Treasury Securities (Mature on 12/10/2020)
Gross Holding Loss		$ (714)
Fair Value		49,991,000
Amortized Cost		$ 49,991,714

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	9 Months Ended	12 Months Ended
	Jun. 30, 2021	Sep. 30, 2020
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract]
Share Price (in Dollars per share)	$ 10.09	$ 9.93
Term (in years)	5 years 3 months 18 days	5 years 6 months
Volatility	24.20%	23.50%
Risk-free rate	0.92%	0.33%
Dividend yield	0.00%	0.00%

Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - Private Placement [Member] - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value beginning balance	$ 11,375,000	$ 12,375,000	$ 10,500,000
Change in fair value of derivative warrant liabilities		(1,000,000)	1,875,000
Fair value ending balance	11,875,000	$ 11,375,000	$ 12,375,000
Change in fair value	$ 500,000