0001104659-21-105077 | 10-Q | XBRL Viewer

Total Stockholder's Equity

Stockholder's Equity

Common stock

169

169

Total Stockholder's Equity

Stockholder's Equity

Common stock

^[1]

$ 27

[1]	June 30, 2021

UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Jun. 30, 2021	Mar. 31, 2021	Feb. 01, 2021
Preferred stock, par value, (per share)	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Ordinary shares, shares subject to possible redemption	3,873,028
Ordinary shares, shares subject to possible redemption	10.00
Class A Common Stock
Common shares, par value, (per share)	$ 0.0001
Common shares, shares authorized	200,000,000
Common shares, shares issued	1,690,738
Common shares, shares outstanding	1,690,738
Ordinary shares, shares subject to possible redemption	3,873,028
Class B Common Stock
Common shares, par value, (per share)	$ 0.0001
Common shares, shares authorized	20,000,000
Common shares, shares issued	272,247	1,150,000
Common shares, shares outstanding	272,247		1,150,000
Class B Common Stock \| Over-allotment option
Shares subject to forfeiture	27,753

UNAUDITED CONDENSED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended	5 Months Ended
UNAUDITED CONDENSED STATEMENT OF OPERATIONS - USD ($)	Jun. 30, 2021	Jun. 30, 2021
Formation costs	$ 22,977	$ 27,487
Loss from operations	(22,977)	(27,487)
Interest earned on investment held in Trust Account	428	428
Loss before income taxes	(22,549)	(27,059)
Net loss	(22,549)	(27,059)
Less: income attributable to Class A ordinary shares subject to possible redemption	369	369
Net loss attributable to TradeUP Global Corporation	$ (22,918)	$ (27,428)
Basic and diluted weighted average Class B ordinary shares outstanding (in shares)	1,208,124	1,122,189
Basic and diluted net loss per Class B ordinary share (per share)	$ (0.02)	$ (0.02)
Class A Common Stock Subject to Redemption
Basic and diluted weighted average Class B ordinary shares outstanding (in shares)	2,812,751	1,651,357
Basic and diluted net loss per Class B ordinary share (per share)	$ 0.00	$ 0.00

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - USD ($)

Preference Shares

Class A Common Stock

Class B Common Stock

Additional Paid-in Capital

Accumulated Deficit

Total

Balance at the beginning at Jan. 25, 2021

$ 0

Balance at the beginning (in shares) at Jan. 25, 2021

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Founder shares issued to initial shareholder

^[1]

$ 115

24,885

25,000

Founder shares issued to initial shareholder (in shares)

^[1]

1,150,000

Net loss

(4,510)

Balance at the end at Mar. 31, 2021

$ 0

$ 115

24,885

(4,510)

20,490

Balance at the end (in shares) at Mar. 31, 2021

1,150,000

Balance at the beginning at Jan. 25, 2021

$ 0

Balance at the beginning (in shares) at Jan. 25, 2021

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(27,059)

Balance at the end at Jun. 30, 2021

$ 169

$ 27

5,026,872

(27,059)

5,000,009

Balance at the end (in shares) at Jun. 30, 2021

1,690,738

272,247

Balance at the beginning at Mar. 31, 2021

$ 0

$ 115

24,885

(4,510)

20,490

Balance at the beginning (in shares) at Mar. 31, 2021

1,150,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Sale of units through public offering

$ 400

39,999,600

40,000,000

Sale of over-allotment units

4,000,000

$ 49

4,889,811

4,889,860

Sale of over-allotment units (in shares)

488,986

Underwriters' discount

(897,797)

Underwriters' marketing fees

(1,571,145)

Other offering expenses

(936,370)

Sale of private placement shares

$ 22

2,247,778

2,247,800

Sale of private placement shares (in shares)

224,780

Forfeiture of Class B ordinary shares by initial shareholder

$ (3)

Forfeiture of Class B ordinary shares by initial shareholder (in shares)

(27,753)

Conversion of Class B founder shares into Class A ordinary shares

$ 85

$ (85)

Conversion of Class B founder shares into Class A ordinary shares (in shares)

850,000

(850,000)

Class A Ordinary shares subject to possible redemption

$ (387)

(38,729,893)

(38,730,280)

Class A Ordinary shares subject to possible redemption (in shares)

(3,873,028)

Net loss

(22,549)

Balance at the end at Jun. 30, 2021

$ 169

$ 27

$ 5,026,872

$ (27,059)

$ 5,000,009

Balance at the end (in shares) at Jun. 30, 2021

1,690,738

272,247

[1]	June 30, 2021

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	5 Months Ended
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	Jun. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (27,059)
Interest earned on investment held in Trust Account	(428)
Changes in operating assets and liabilities:
Prepaid expenses	(35,233)
Accounts payable and accrued expenses	16,547
Net Cash Used in Operating Activities	(46,173)
Cash Flows from Investing Activities:
Purchase of investment held in Trust Account	(44,889,860)
Net Cash Used in Investing Activities	(44,889,860)
Cash Flows from Financing Activities:
Proceeds from sale of units through public offering	40,000,000
Proceeds from sale of over-allotment units	4,889,860
Proceeds from Issuance of Promissory Notes to Related Party	220,000
Proceeds from related party loans	28,000
Payment of offering costs	(624,050)
Proceeds from sale of private placement shares	2,247,800
Repayment of promissory note to related party	(225,000)
Proceeds from sale of Units, net of underwriting discounts paid	(897,797)
Net Cash Provided by Financing Activities	45,638,813
Net Change in Cash	702,780
Cash at beginning of period	0
Cash at end of period	702,780
Non-cash investing and financing activities:
Initial classification of common stock subject to possible redemption	38,858,260
Change in value of common stock subject to possible redemption	(127,980)
Supplemental Disclosure of Cash Flow Information:
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	25,000
Offering costs paid by promissory note - related party	5,000
Accrued deferred offering costs	282,320
Deferred underwriting compensation	1,571,145
Initial classification of Class A ordinary shares subject to redemption	38,858,260
Change in value of Class A ordinary shares subject to possible redemption	$ (127,980)

Organization, Business Operation and Going Concern Consideration

5 Months Ended

Jun. 30, 2021

Organization, Business Operation and Going Concern Consideration

Organization, Business Operation and Going Concern Consideration

Note 1 – Organization, Business Operation and Going Concern Consideration

TradeUP Global Corporation (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on January 26, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any Business Combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination. The Company has selected December 31 as its fiscal year end.

As of June 30, 2021, the Company had not commenced any operations. For the period from January 26, 2021 (inception) through June 30, 2021, the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering (the “Initial Public Offering”) of units consisting of one Class A ordinary share and one-half of one warrant to purchase a Class A ordinary share at $11.50 per share (the “Units”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering became effective on April 28, 2021. On May 3, 2021, the Company consummated the Initial Public Offering of 4,000,000 Units (the “Public Units”) at $10.00 per Public Unit, generating gross proceeds of $40,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 215,000 Class A ordinary shares (the “Initial Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement (the “Initial Private Placement”) to the Company’s founder and sponsor, TradeUP Global Sponsor LLC (the “Sponsor”), generating gross proceeds of $2,150,000, which is described in Note 5. Transaction costs of the Initial Public Offering and the Private Placement amounted to $3,030,656, consisting of $800,000 of underwriting fees, $1,400,000 of deferred underwriters’ marketing fees and $830,656 of other offering costs.

On May 12, 2021, the underwriters partially exercised the over-allotment option and purchased 488,986 additional Units (the “Option Units”) generating gross proceeds of $4,889,860. Simultaneously with the issuance and sale of the Option Units, the Company consummated a private placement (the “Additional Private Placement,” and together with the Initial Private Placement, the “Private Placement”) with the Sponsor of an aggregate of 9,780 Class A Ordinary Shares (the “Additional Private Placement Shares” and together with the Initial Private Placement Shares, the “Private Placement Shares”) at a price of $10.00 per Additional Private Placement Share, generating total proceeds of $97,800. Transaction costs associated with the sale of the Option Units and the Additional Private Placement Shares amounted to $374,656, consisting of $97,797 of underwriting fees, $171,145 of deferred underwriters’ marketing fees and $105,714 of other offering costs.

Following the closing of the Initial Public Offering on May 3, 2021 and the issuance and sale of the Option Units on May 12, 2021, $44,889,860 from the net proceeds of the sale of the Public Units and Option Units in the Initial Public Offering was placed in a trust account (the “Trust Account”) maintained by Wilmington Trust, National Association as a trustee. The aggregate amount of $44,889,860 ($10.00 per Public Unit and Option Unit) was invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), the Company intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The Initial Public Offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the Company’s initial Business Combination; (ii) the redemption of any public Class A ordinary shares issued in connection with the sale

of the Public Units and the Option Units (the “Public Shares”) properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Initial Public Offering; or (iii) absent an initial Business Combination within 18 months from the closing of the Initial Public Offering, its return of the funds held in the Trust Account to its public shareholders as part of its redemption of the Public Shares. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding fees payable to the underwriters pursuant to the Business Combination Marketing Agreement dated April 28, 2021, among the Company, US Tiger Securities, Inc. and R.F. Lafferty & Co., Inc, defined herein as the “Business Combination Fee”) and taxes payable and interest previously released for working capital purposes on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company 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 complete a Business Combination successfully.

The ordinary shares subject to possible redemption have been recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have until November 3, 2022, 18 months from the closing of the Initial Public Offering, to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay the Company’s taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the Business Combination within the 18-month time period.

Company shares issued to the Sponsor in connection with the organization of the Company (the “Founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in Public Units and the Option units. Holders of Founder shares have the same shareholder rights as public shareholders, except that (i) prior to the Company’s initial Business Combination, only holders of the Company’s Class B ordinary shares have the right to vote on the appointment of directors, including in connection with the completion of the Company’s initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason; (ii) the Founder shares are subject to certain transfer restrictions, as described in more detail below; (iii) the Sponsor and certain shareholders that have acquired Class A or Class B ordinary shares from the Sponsor (the “Initial Shareholders”) have entered into an agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their Founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Combination Period and (C) waive their rights to liquidating distributions from the Trust Account with respect to their Founder shares if the Company fails to complete its initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period); (iv) the Founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Company’s initial Business Combination, or earlier at the option of the holder thereof; and (v) the Founder shares are entitled to registration rights. If the Company submits its initial Business Combination to its public shareholders for a vote, its initial shareholders have agreed to vote their Founder shares and any Public Shares purchased during or after the Initial Public Offering in favor of its initial Business Combination. The other members of the Company’s management team have entered into agreements similar to the one entered into by the Company’s Sponsor with respect to any Public Shares acquired by them in or after Initial Public Offering.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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, then the Company’s Sponsor will not be responsible to the extent of any liability for such third-party claims.

Liquidation

Following the closing of the Initial Public Offering on May 3, 2021 and the sales of the Option Units on May 12, 2021, a total of $44,889,860 was placed in the Trust Account, and the Company had $413,633 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. As of June 30, 2021, the Company had a working capital of $411,146. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required up to $1,200,000 as discussed in Note 6. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs to execute its intended initial Business Combination twelve months from the date of the issuance of the accompanying unaudited condensed financial statements.

Significant accounting policies

5 Months Ended

Jun. 30, 2021

Significant accounting policies

Significant accounting policies

Note 2 – Significant accounting policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for

these periods. Operating results for the interim period ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) 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 an 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 that is neither an emerging growth company nor an emerging growth company that 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 unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash

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

Investments Held in Trust Account

At June 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 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 unaudited condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts.

Deferred Offering Costs

Deferred offering costs consist of underwriting, legal, accounting and other expenses that are directly related to the Initial Public Offering and charged to shareholders’ equity upon the completion of the Initial Public Offering.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 9)

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 are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of June 30, 2021, approximately $0.5 million was over the Federal Deposit Insurance Corporation (FDIC) limit.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

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 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●	Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

●	Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. 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 determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company may be subject to potential examination by United States federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

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

Net Income (Loss) Per Ordinary Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of 2,244,493 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s unaudited condensed statement of operations includes 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 (loss) per ordinary share, basic and diluted, for ordinary shares subject to possible redemption is calculated by dividing the proportionate share of income or loss on investments held by the Trust Account by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for ordinary shares attributable to TradeUP Global Corporation is calculated by dividing the net income (loss), adjusted for income or loss on investments held by the Trust Account attributable to ordinary shares subject to possible redemption, by the weighted average number of ordinary shares attributable to TradeUP Global Corporation outstanding for the period.

Ordinary shares attributable to TradeUP Global Corporation includes Founder shares and non-redeemable Class A ordinary shares as these shares do not have any redemption features. Ordinary shares attributable to TradeUP Global Corporation participate in the income or loss on investments held by the Trust Account based on TradeUP Global Corporation shares’ proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:


			For the Period
			from January 26,
	For the Three		2021 (inception)
	Months Ended		through June 30,
Class A Ordinary Shares subject to possible redemption	June 30, 2021		2021
Numerator:
Interest earned on investment held in Trust Account ⁽¹⁾	$	369	$	369
Net income allocable to Class A ordinary shares subject to possible redemption	$	369	$	369
Denominator:
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		2,812,751		1,651,357
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.00


			For the Period
			from January 26,
	For the Three		2021 (inception)
	Months Ended		through June 30,
Ordinary Shares attributable to TradeUP Global Corporation	June 30, 2021		2021
Numerator:
Net loss	$	(22,549)	$	(27,059)
Less: Net income allocable to Class A ordinary shares subject to possible redemption ⁽¹⁾		369		369
Net loss attributable to TradeUP Global Corporation	$	(22,918)	$	(27,428)
Denominator:
Basic and diluted weighted average shares outstanding, Ordinary shares attributable to TradeUP Global Corporation⁽²⁾		1,208,124		1,122,189
Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation	$	(0.02)	$	(0.02)

(1)

Income attributable to Class A ordinary shares subject to possible redemption was calculated in proportion of the interest income earned in Trust Account, which would be distributed to shareholders in the event they choose to exercise their redemption rights at the closing of a Business Combination.

(2)	Excludes of 27,753 Class B ordinary shares cancelled after partial exercise of the over-allotment option by the underwriters at June 30, 2021.

Recent Accounting Pronouncements

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

Shareholders' Equity

5 Months Ended

Jun. 30, 2021

Shareholders' Equity

Shareholders' Equity

Note 9 — Shareholders’ Equity

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. On May 3, 2021, the Sponsor converted 850,000 Class B ordinary shares into 850,000 Class A ordinary shares. In May 2021, the Company sold 4,488,986 Class A ordinary shares in the Initial Public Offering and in connection with the sale of the Option Units (see

Note 4) and 224,780 Private Placement Shares in the Private Placement (see Note 5). As of June 30, 2021, there were 1,690,738 Class A ordinary shares issued and outstanding, excluding 3,873,028 Class A ordinary shares subject to possible redemption. As of June 30, 2021, there were 615,958 Class A ordinary shares that had redeemable features, but are being treated as subject to an ordinary liquidation event in accordance ASC 480-10-S99-3A. Accordingly, those 615,958 Class A ordinary shares are being classified as part of the Company’s shareholders’ equity.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. On February 1, 2021, the Company issued 1,150,000 Class B ordinary shares to the Sponsor. Of the 1,150,000 Class B ordinary shares outstanding, 27,753 Founder shares were forfeited by the Sponsor for no consideration as a result of the underwriters’ partial exercise of their over-allotment option on May 12, 2021. On May 3, 2021, the Sponsor transferred an aggregate of 60,000 Founder shares to the Company’s three independent directors. On May 3, 2021, the Sponsor converted 850,000 Class B ordinary shares into 850,000 Class A ordinary shares. As of June 30, 2021, there were 272,247 Class B ordinary shares issued and outstanding.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason.

The Class B ordinary shares will automatically convert into Class A ordinary shares on the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder shares, including the 850,000 Founder shares that were converted into Class A ordinary shares, will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) 4,488,986 Class A ordinary shares (comprising the total Class A ordinary shares issued in the Initial Public Offering and as part of the Option Units plus (ii) the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Company’s Sponsor upon conversion of working capital loans. The conversion of Class B ordinary shares into Class A ordinary shares, however, will never occur on a less than one-for-one basis.

Warrants — On May 3, 2021, the Company issued 2,000,000 warrants in connection with the Initial Public Offering. On May 12, 2021, the Company issued additional 244,493 warrants in connection with the underwriters’ exercise of their over-allotment option. Each whole warrant entitles the registered holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment, at any time commencing on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the Units into Class A ordinary shares and warrants, and only whole warrants will trade. The Class A ordinary shares and warrants began trading separately on June 21, 2021. The warrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation of the Company.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of its initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b) (1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

Once the warrants become exercisable, the Company may call the warrants for redemption:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

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

●

if, and only if, closing price of the Class A ordinary shares equals or exceeds $16.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders.

The Company accounted for the 2,244,493 warrants issued with the Initial Public Offering as equity instruments in accordance with ASC 480sand ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”. The Company accounted for the warrant as an expense of the Initial Public Offering resulting in a charge directly to shareholders’ equity. The Company estimates that the fair value of the warrants is approximately $17.6 million, or 8.85 per Unit, using the Black-Scholes option-pricing model. The fair value of the warrants is estimated as of the date of grant using the following assumptions: (1) expected volatility of 113%, (2) risk-free interest rate of 0.84%, (3) expected life of five years, (4) exercise price of $11.50 and (5) stock price of $10.00.

Significant accounting policies (Policies)

5 Months Ended

Jun. 30, 2021

Significant accounting policies

Basis of Presentation

these periods. Operating results for the interim period ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.

Emerging Growth Company

Emerging Growth Company Status

Use of Estimates

Cash

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

Investments Held in Trust Account

At June 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.

Deferred Offering Costs

Warrants

Ordinary Shares Subject to Possible Redemption

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

●	Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●	Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

●	Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

Income Taxes

The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction.

Net Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share:


			For the Period
			from January 26,
	For the Three		2021 (inception)
	Months Ended		through June 30,
Class A Ordinary Shares subject to possible redemption	June 30, 2021		2021
Numerator:
Interest earned on investment held in Trust Account ⁽¹⁾	$	369	$	369
Net income allocable to Class A ordinary shares subject to possible redemption	$	369	$	369
Denominator:
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		2,812,751		1,651,357
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.00


			For the Period
			from January 26,
	For the Three		2021 (inception)
	Months Ended		through June 30,
Ordinary Shares attributable to TradeUP Global Corporation	June 30, 2021		2021
Numerator:
Net loss	$	(22,549)	$	(27,059)
Less: Net income allocable to Class A ordinary shares subject to possible redemption ⁽¹⁾		369		369
Net loss attributable to TradeUP Global Corporation	$	(22,918)	$	(27,428)
Denominator:
Basic and diluted weighted average shares outstanding, Ordinary shares attributable to TradeUP Global Corporation⁽²⁾		1,208,124		1,122,189
Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation	$	(0.02)	$	(0.02)

(1)

(2)	Excludes of 27,753 Class B ordinary shares cancelled after partial exercise of the over-allotment option by the underwriters at June 30, 2021.

Recent Accounting Standards

Recent Accounting Pronouncements

Significant accounting policies (Tables)

5 Months Ended

Jun. 30, 2021

Significant accounting policies

Reconciliation of Net Loss per Common Share


			For the Period
			from January 26,
	For the Three		2021 (inception)
	Months Ended		through June 30,
Class A Ordinary Shares subject to possible redemption	June 30, 2021		2021
Numerator:
Interest earned on investment held in Trust Account ⁽¹⁾	$	369	$	369
Net income allocable to Class A ordinary shares subject to possible redemption	$	369	$	369
Denominator:
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		2,812,751		1,651,357
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.00


			For the Period
			from January 26,
	For the Three		2021 (inception)
	Months Ended		through June 30,
Ordinary Shares attributable to TradeUP Global Corporation	June 30, 2021		2021
Numerator:
Net loss	$	(22,549)	$	(27,059)
Less: Net income allocable to Class A ordinary shares subject to possible redemption ⁽¹⁾		369		369
Net loss attributable to TradeUP Global Corporation	$	(22,918)	$	(27,428)
Denominator:
Basic and diluted weighted average shares outstanding, Ordinary shares attributable to TradeUP Global Corporation⁽²⁾		1,208,124		1,122,189
Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation	$	(0.02)	$	(0.02)

(1)

(2)	Excludes of 27,753 Class B ordinary shares cancelled after partial exercise of the over-allotment option by the underwriters at June 30, 2021.

Organization, Business Operation and Going Concern Consideration (Details)				1 Months Ended	3 Months Ended	5 Months Ended
	May 12, 2021 USD ($) $ / shares shares	May 03, 2021 USD ($) $ / shares shares	Jan. 26, 2021 item	May 31, 2021 shares	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) item $ / shares shares	Oct. 31, 2020 $ / shares
Subsidiary, Sale of Stock [Line Items]
Sale of units through public offering (In shares) \| shares				4,488,986
Proceeds from Issuance Initial Public Offering						$ 40,000,000
Sale of Private Placement Warrants (in shares) \| shares		2,000,000			2,244,493	2,244,493
Price of warrant \| $ / shares					$ 11.50	$ 11.50
Aggregate Amount	$ 44,889,860
Deferred Offering Costs Noncurrent					$ 1,571,145	$ 1,571,145
Cash held outside the Trust Account	413,633				702,780	$ 702,780
Condition for future business combination number of businesses minimum \| item			1			1
Payments For Investment Of Cash In Trust Account	$ 44,889,860					$ 44,889,860
Condition for future business combination use of proceeds percentage						80
Condition for future business combination threshold Percentage Ownership						50
Condition for future business combination threshold Net Tangible Assets					5,000,001	$ 5,000,001
Redemption limit percentage without prior consent						100
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)						10.00%
Working Capital					411,146	$ 411,146
Maximum amount of loan to finance transaction costs					$ 1,200,000	$ 1,200,000
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Sale of units through public offering (In shares) \| shares					4,000,000
Purchase price, per unit \| $ / shares					$ 11.50	$ 11.50
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares	$ 10.00
Redemption period upon closure	185 days
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of units through public offering (In shares) \| shares		4,000,000				4,000,000
Purchase price, per unit \| $ / shares					$ 10.00	$ 10.00	$ 100
Transaction Costs					$ 3,030,656	$ 3,030,656
Underwriting fees					800,000	800,000
Deferred Offering Costs Noncurrent					1,400,000	1,400,000
Other offering costs					$ 830,656	$ 830,656
Threshold business days for redemption of public shares						10 days
Maximum net interest to pay dissolution expenses						$ 100,000
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds from Issuance Initial Public Offering	$ 44,889,860
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares					215,000	215,000
Transaction Costs	374,656
Underwriting fees	97,797
Deferred Offering Costs Noncurrent	171,145
Other offering costs	$ 105,714
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of units through public offering (In shares) \| shares	9,780
Purchase price, per unit \| $ / shares	$ 10.00				$ 10.00	$ 10.00
Proceeds from Issuance Initial Public Offering	$ 97,800
Sale of Private Placement Warrants (in shares) \| shares					224,780	224,780
Price of warrant \| $ / shares					$ 10.00	$ 10.00
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of units through public offering (In shares) \| shares	488,986					488,986
Purchase price, per unit \| $ / shares		$ 10.00			$ 10.00	$ 10.00
Proceeds from Issuance Initial Public Offering	$ 4,889,860	$ 40,000,000
Sale of Private Placement Warrants (in shares) \| shares	244,493
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants						$ 2,150,000

Significant accounting policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	2 Months Ended	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2021
Net income	$ (4,510)	$ (22,549)	$ (27,059)
Less: income attributable to Class A ordinary shares subject to possible redemption		369	369
Adjusted net loss		$ (22,918)	$ (27,428)
Weighted average shares outstanding, basic and diluted		1,208,124	1,122,189
Basic and diluted net loss per common share		$ (0.02)	$ (0.02)
Class A Common Stock Subject to Redemption
Interest earned on marketable securities held in Trust Account		$ 369	$ 369
Number Of Shares Subject To Forfeiture		369	369
Weighted average shares outstanding, basic and diluted		2,812,751	1,651,357
Basic and diluted net loss per common share		$ 0.00	$ 0.00

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 31
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

+ Details

Related Party Transactions - Founder Shares (Details)

2 Months Ended

3 Months Ended

5 Months Ended

May 03, 2021

USD ($)

$ / shares

Feb. 01, 2021

USD ($)

Mar. 31, 2021

USD ($)

Jun. 30, 2021

$ / shares

Jun. 30, 2021

$ / shares

Stock Transferred To Others During Period Shares

^[1]

$ 25,000

60,000

^[1]

1,150,000

Common shares, value (in dollars per share) | $ / shares

^[1]

$ 115

$ 0.0001

Common Stock, Shares, Outstanding

1,150,000

272,247

Common shares, shares issued

1,150,000

272,247

Conversion of Class B founder shares into Class A ordinary shares (in shares)

(850,000)

Common shares, value (in dollars per share) | $ / shares

$ 0.0001

Common Stock, Shares, Outstanding

1,690,738

Common shares, shares issued

1,690,738

Conversion of Class B founder shares into Class A ordinary shares (in shares)

850,000

Sponsor

Conversion of Class B founder shares into Class A ordinary shares (in shares)

850,000

Sponsor | Class B Common Stock

Conversion of Class B founder shares into Class A ordinary shares (in shares)

850,000

Sponsor | Class A Common Stock

Conversion of Class B founder shares into Class A ordinary shares (in shares)

850,000

Founder Shares

Conversion of Class B founder shares into Class A ordinary shares (in shares)

850,000

Founder Shares | Sponsor

Percentage Of Conditional Transfer Of Founder Shares

50.00%

Restrictions on transfer period of time after business combination completion

6 months

Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares

$ 12.50

Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D

Founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial Business Combination

50.00%

Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D

Founder Shares | Sponsor | Class B Common Stock

1,150,000

Founder Shares | Sponsor | Class A Common Stock

$ 25,000

224,780

Common shares, value (in dollars per share) | $ / shares

$ 2,247,800

$ 10.00

[1]	June 30, 2021

Shareholders' Equity - Common Stock Shares (Details)

1 Months Ended

2 Months Ended

3 Months Ended

5 Months Ended

May 12, 2021

May 03, 2021

$ / shares

Feb. 01, 2021

May 31, 2021

Mar. 31, 2021

Jun. 30, 2021

$ / shares

Jun. 30, 2021

$ / shares

Class A common stock subject to possible redemption, issued (in shares)

3,873,028

Class A common stock subject to possible redemption, outstanding (in shares)

10.00

Number of units sold

4,488,986

Common shares, shares authorized (in shares)

200,000,000

Common shares, value (in dollars per share) | $ / shares

$ 0.0001

Common shares, shares issued (in shares)

1,690,738

Common shares, shares outstanding (in shares)

1,690,738

Class A common stock subject to possible redemption, outstanding (in shares)

3,873,028

Conversion of Class B founder shares into Class A ordinary shares (in shares)

850,000

Number of units sold

4,000,000

Class A Common Stock Not Subject to Redemption

Common shares, shares authorized (in shares)

200,000,000

Common shares, value (in dollars per share) | $ / shares

$ 0.0001

Common shares, shares outstanding (in shares)

615,958

Common shares, shares authorized (in shares)

20,000,000

Common shares, value (in dollars per share) | $ / shares

$ 0.0001

Common shares, shares issued (in shares)

1,150,000

272,247

Common shares, shares outstanding (in shares)

1,150,000

272,247

Ratio to be applied to the stock in the conversion

Conversion of Class B founder shares into Class A ordinary shares (in shares)

(850,000)

^[1]

1,150,000

Sponsor

Conversion of Class B founder shares into Class A ordinary shares (in shares)

850,000

Sponsor | Class A Common Stock

Conversion of Class B founder shares into Class A ordinary shares (in shares)

850,000

Sponsor | Class B Common Stock

Conversion of Class B founder shares into Class A ordinary shares (in shares)

850,000

Over-allotment option

Private Placement | Class A Common Stock

Number of units sold

488,986

224,780

Founder Shares

Conversion of Class B founder shares into Class A ordinary shares (in shares)

850,000

Number of shares forfeited

27,753

Founder Shares | Sponsor

Number of shares transferred

60,000

Founder Shares | Sponsor | Class A Common Stock

Common shares, value (in dollars per share) | $ / shares

$ 10.00

Founder Shares | Sponsor | Class B Common Stock

224,780

1,150,000

[1]	June 30, 2021

Shareholders' Equity - Warrants (Details)	5 Months Ended
Shareholders' Equity - Warrants (Details)	Jun. 30, 2021 D $ / shares shares	May 12, 2021 shares	May 03, 2021 shares
Class of Warrant or Right [Line Items]
Price of warrants \| $ / shares	$ 11.50
Number of warrants to purchase shares issued \| shares	2,244,493		2,000,000
Warrants
Class of Warrant or Right [Line Items]
Maximum period after business combination in which to file registration statement	20 days
Period of time within which registration statement is expected to become effective	60 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days
Public Warrants expiration term	5 years
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Warrant redemption condition minimum share price \| $ / shares	$ 16.50
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01
Threshold trading days for redemption of public warrants \| D	20
Threshold consecutive trading days for redemption of public warrants \| D	30
Redemption period	30 days
Over-allotment option
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued \| shares		244,493
Over-allotment option \| Class B Common Stock
Class of Warrant or Right [Line Items]
Shares subject to forfeiture \| shares	27,753

Subsequent Events (Details) - USD ($)

1 Months Ended

2 Months Ended

3 Months Ended

5 Months Ended

May 12, 2021

May 03, 2021

Feb. 01, 2021

May 31, 2021

Mar. 31, 2021

Jun. 30, 2021

Oct. 31, 2020

4,488,986

Private Placement Warrants

2,000,000

2,244,493

Price of warrants

$ 11.50

$ 10.00

Over-allotment option

488,986

$ 10.00

10.00

$ 10.00

Over-allotment option | Private Placement Warrants

244,493

Proceeds from Issuance of Warrants

$ 2,150,000

Initial Public Offering

4,000,000

$ 10.00

$ 100

Private Placement

Private Placement | Private Placement Warrants

215,000

9,780

$ 10.00

224,780

Price of warrants

$ 10.00

4,000,000

Class A Common Stock | Private Placement

$ 11.50

Founder shares issued to initial shareholder (in shares)

224,780

Class A Common Stock | Sponsor | Founder Shares

Founder shares issued to initial shareholder (in shares)

224,780

Founder shares issued to initial shareholder (in shares)

^[1]

1,150,000

Class B Common Stock | Over-allotment option

Shares subject to forfeiture

27,753

Class B Common Stock | Sponsor | Founder Shares