0001410578-21-000609 | 10-Q/A | XBRL Viewer

Total Shareholders' Deficit

(1,159,705)

(1,159,571)

Total Liabilities, Temporary Equity, and Shareholders' Deficit

45,628,301

Balance at the beginning at Jan. 25, 2021

Shareholders' Deficit:

Common stock

107

Class B Common Stock

Shareholders' Deficit:

Common stock

$ 27

^[1]

[1]	June 30, 2021

CONDENSED BALANCE SHEET (Parenthetical)	Jun. 30, 2021 $ / shares shares
Preferred stock, par value, (per share) \| $ / shares	$ 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	4,488,986
Ordinary shares, shares subject to possible redemption	10.00
Class A Common Stock
Common shares, par value, (per share) \| $ / shares	$ 0.0001
Common shares, shares authorized	200,000,000
Common shares, shares issued	1,074,780
Common shares, shares outstanding	1,074,780
Ordinary shares, shares subject to possible redemption	4,488,986
Class B Common Stock
Common shares, par value, (per share) \| $ / shares	$ 0.0001
Common shares, shares authorized	20,000,000
Common shares, shares issued	272,247
Common shares, shares outstanding	272,247

CONDENSED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended	5 Months Ended
CONDENSED STATEMENT OF OPERATIONS - USD ($)	Jun. 30, 2021	Jun. 30, 2021
Formation and operating costs	$ 22,977	$ 27,487
Loss from operations	(22,977)	(27,487)
Other income:
Interest earned on investment held in Trust Account	428	428
Loss before income taxes	(22,549)	(27,059)
Net loss	$ (22,549)	$ (27,059)
Basic weighted average Class B ordinary shares outstanding (in shares)	1,208,124	1,122,189
Diluted weighted average Class B ordinary shares outstanding (in shares)	1,208,124	1,122,189
Basic net (loss) per Class B ordinary share (per share)	$ (1.14)	$ (1.66)
Diluted net (loss) per Class B ordinary share (per share)	$ (1.14)	$ (0.02)
Class A Common Stock Subject to Redemption
Other income:
Basic weighted average Class B ordinary shares outstanding (in shares)	2,812,751	1,651,357
Diluted weighted average Class B ordinary shares outstanding (in shares)	2,812,751	1,651,357
Basic net (loss) per Class B ordinary share (per share)	$ 0.48	$ 1.11
Diluted net (loss) per Class B ordinary share (per share)	$ 0.48	$ 1.11

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

Class A Common Stock

Common Stock

Class B Common Stock

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Preference Shares

Total

$ 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)

$ 0

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]

Sale of units through public offering (In shares)

4,488,986

Accretion of carrying value to redemption value

$ (4,574,459)

Net loss

(27,059)

Balance at the end at Jun. 30, 2021

$ 107

$ 27

(1,159,705)

(1,159,571)

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

1,074,780

272,247

Balance at the beginning at Mar. 31, 2021

$ 0

$ 115

24,885

(4,510)

$ 0

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 units through public offering (In shares)

4,000,000

Sale of over-allotment units

$ 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)

$ 0

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 (in shares)

(4,488,986)

Reclassification of ordinary shares subject to redemption (in shares)

449

43,624,293

43,624,742

Allocation of offering costs to ordinary shares subject to redemption

$ 3,309,341

$ 0

$ 3,309,341

Accretion of carrying value to redemption value

(3,441,813)

(1,132,646)

(4,574,459)

Net loss

(22,549)

Balance at the end at Jun. 30, 2021

$ 107

$ 27

$ 0

$ (1,159,705)

$ (1,159,571)

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

1,074,780

272,247

[1]	June 30, 2021

CONDENSED STATEMENT OF CASH FLOWS	5 Months Ended
CONDENSED STATEMENT OF CASH FLOWS	Jun. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (27,059)
Adjustments to reconcile net loss to net cash used in operating activities:
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
Payment of underwriters' discount	(897,797)
Payment of offering costs	(624,050)
Proceeds from sale of private placement shares	2,247,800
Proceeds from issuance of promissory note to related party	220,000
Repayment of promissory note to related party	(225,000)
Proceeds from related party loans	28,000
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
Supplemental Disclosure of Non-cash Financing Activities
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
Change in value of Class A ordinary shares subject to possible redemption	43,624,742
Allocation of offering costs to ordinary shares subject to redemption	3,309,341
Accretion of carrying value to redemption value	$ 4,574,459

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 5.

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 6. 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 7. 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.

Restatement of Previously Issued Financial Statements

5 Months Ended

Jun. 30, 2021

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements

Note 2 — Restatement of Previously Issued Financial Statements

In preparation of the Company’s financial statements as of and for the period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company revised its previously filed financial statements to classify all Class A ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were material to any previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity.

The impact to the previously presented financial statements is presented below:


As of June 30, 2021	As Reported		Adjustment		As Restated
Unaudited Condensed Balance Sheet
Ordinary shares subject to possible redemption	$	38,730,280	$	6,159,580	$	44,889,860

Shareholders’ Equity:
Class A Ordinary shares		169		(62)		107
Class B Ordinary shares		27		—		27
Additional paid in capital		5,026,872		(5,026,872)		—
Accumulated deficit		(27,059)		(1,132,646)		(1,159,705)
Total Shareholders’ Equity (Deficit)	$	5,000,009	$	(6,159,580)	$	(1,159,571)


For the Three Months Ended June 30, 2021	As Reported		Adjustment		As Restated
Unaudited Condensed Statement of Operations
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.48	$	0.48
Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation	$	(0.02)	$	(1.12)	$	(1.14)


For the Period from January 26, 2021 (inception) through June 30, 2021	As Reported		Adjustment		As Restated
Unaudited Condensed Statement of Operations
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	1.11	$	1.11
Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation	$	(0.02)	$	(1.64)	$	(1.66)


For the Period from January 26, 2021 (inception) through June 30, 2021	As Reported		Adjustment		As Restated
Unaudited Condensed Statement of Cash Flows - Supplemental Disclosure of Non-cash Financing Activities
Initial classification of ordinary shares subject to redemption	$	38,858,260	$	(38,858,260)	$	—
Change in value of ordinary shares subject to redemption	$	127,980	$	43,496,762	$	43,624,742
Allocation of offering costs to ordinary shares subject to redemption	$	—	$	3,309,341	$	3,309,341
Accretion of carrying value to redemption value	$	—	$	4,574,459	$	4,574,459

Significant accounting policies

5 Months Ended

Jun. 30, 2021

Significant accounting policies

Significant accounting policies

Note 3 – 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 10)

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 (As Restated)

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of June 30, 2021, 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 net income (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 and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per ordinary share for the period presented.

The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following:


			For the Period
			from January 26,
	For the Three		2021 (inception)
	Months Ended		through June 30,
	June 30, 2021		2021
Net loss	$	(22,549)	$	(27,059)
Accretion of carrying value to redemption value		(4,574,459)		(4,574,459)
Net loss including accretion of carrying value to redemption value	$	(4,597,008)	$	(4,601,518)


	For the Three				For the Period
	Months Ended				From January 26, 2021 (inception)
	June 30, 2021				through June 30, 2021
	Redeemable		Non-Redeemable		Redeemable		Non-Redeemable
	Ordinary Shares		Ordinary Shares		Ordinary Shares		Ordinary Shares
Basic and diluted net income/(loss) per share:
Numerators:
Allocation of net loss including carrying value to redemption value	$	(3,215,777)	$	(1,381,231)	$	(2,739,723)	$	(1,861,795)
Accretion of carrying value to redemption value		4,574,459		—		4,574,459		—
Allocation of net income/(loss)	$	1,358,682	$	(1,381,231)	$	1,834,736	$	(1,861,795)
Denominators:
Weighted-average shares outstanding		2,812,751		1,208,124		1,651,357		1,122,189
Basic and diluted net income/(loss) per share	$	0.48	$	(1.14)	$	1.11	$	(1.66)

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.

Investments Held in Trust Account

5 Months Ended

Jun. 30, 2021

Investments Held in Trust Account

Investments Held in Trust Account

Note 4 —Investments Held in Trust Account

As of June 30, 2021, assets held in the Trust Account comprised $44,890,288 in money market funds which are invested in U.S. Treasury Securities.

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


Description	Level	June 30, 2021
Assets:
Trust Account - U.S. Treasury Securities Money Market Fund	1	$	44,890,288

Initial Public Offering

5 Months Ended

Jun. 30, 2021

Initial Public Offering.

Initial Public Offering

Note 5 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 4,000,000 Public Units at $10.00 per Public Unit and the underwriters partially exercised the over-allotment option and purchased 488,986 Option Units generating gross proceeds of $44,889,860. Each Unit had an offering price of $10.00 and consists of one share of the Company’s Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share. The Company will not issue fractional shares. As a result, the warrants must be exercised in multiples of one whole warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A ordinary share at a price of $11.50 per share, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation (See Note 10).

All of the 4,488,986 public shares sold as part of the Public Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

The Company’s redeemable ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

As of June 30, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table.


	As of
	June 30, 2021
Gross proceeds	$	44,889,860
Less:
Proceeds allocated to public warrants		(1,265,118)
Offering costs of public shares		(3,309,341)
Plus:
Accretion of carrying value to redemption value		4,574,459
Ordinary shares subject to possible redemption	$	44,889,860

Private Placement

5 Months Ended

Jun. 30, 2021

Private Placement.

Private Placement

Note 6 — Private Placement

Simultaneously with the closing of the Initial Public Offering and the sale of Option Units, the Sponsor purchased an aggregate of 224,780 Private Placement Shares at a price of $10.00 per share. The proceeds from the sale of the Private Placement Shares were held outside of the Trust Account and are available for the payment of offering costs and for working capital purposes. The Sponsor will be permitted to transfer the Private Placement Shares held by it to certain permitted transferees, including the Company’s officers and directors and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the Sponsor. Otherwise, the Private Placement Shares will not, subject to certain limited exceptions, be transferable or salable until the completion of the Company’s Business Combination.

Related Party Transactions

5 Months Ended

Jun. 30, 2021

Related Party Transactions

Related Party Transactions

Note 7 — Related Party Transactions

Founder and Private Placement Shares

On February 1, 2021, the Sponsor acquired 1,150,000 Class B ordinary shares (“Founder shares”) for an aggregate purchase price of $25,000. On May 3, 2021, the Sponsor transferred an aggregate of 60,000 Founder shares to the Company’s three independent directors at the same price originally paid for such shares. On May 3, 2021, the Sponsor converted 850,000 Class B ordinary shares into 850,000 Class A ordinary shares. Simultaneously with the closing of the Initial Public Offering and the sale of Option Units, the Sponsor purchased an aggregate of 224,780 Class A ordinary shares at a price of $10.00 per share for an aggregate purchase price of $2,247,800.

The Sponsor has agreed not to transfer, assign or sell 50% of its Founder shares until the earlier to occur of: (i) six months after the completion of the Company’s initial Business Combination; and (ii) subsequent to the Company’s initial Business Combination (x) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (y) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination. The Sponsor may not transfer, assign or sell the remaining 50% of the Founder shares until six months after the date of the consummation of the Company’s initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s Initial Shareholders with respect to any Founder shares.

Promissory Note — Related Party

On February 2, 2021, the Sponsor agreed to lend the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan was non-interest bearing, unsecured and is due at the earlier of (1) June 30, 2021 or (2) the closing of the Initial Public Offering. The outstanding balance under the Promissory Note was repaid at the closing of the Initial Public Offering on May 3, 2021.

Related Party (Working Capital) Loans

In addition, 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, lend the Company funds as may be required. If the Company completes the initial Business Combination, it will repay such loaned amounts. In the event that the initial

Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account will be used for such repayment. Up to $1,200,000 of such loans may be convertible into Class A ordinary shares, at a price of $10.00 per share at the option of the lender.

As of June 30, 2021, the Company had an outstanding balance of $28,000 under the working capital loans.

Commitments & Contingencies

5 Months Ended

Jun. 30, 2021

Commitments & Contingencies

Commitments & Contingencies

Note 8 — Commitments & 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, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of this unaudited condensed financial statement. The unaudited condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

The holders of the Founder Shares, Private Placement Shares and Class A ordinary shares that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement signed in connection with the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

The Company granted the underwriters a 45-day option from the Initial Public Offering to purchase up to an additional 600,000 units to cover over-allotments. On May 12, 2021, the underwriters partially exercised the over-allotment option and purchased 488,986 Option Units generating gross proceeds of $4,889,860. The Company paid an underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering and the sale of Option Units or $897,797 to the underwriters at the closing of the Initial Public Offering and the sale of Option Units.

Business Combination Marketing Agreement

Deferred Underwriters' Marketing Fees

5 Months Ended

Jun. 30, 2021

Deferred Underwriters' Marketing Fees

Deferred Underwriters' Marketing Fees

Note 9 — Deferred Underwriters’ Marketing Fees

The Company is obligated to pay the underwriters a deferred Business Combination Fee equal to 3.5% of the gross proceeds of the Initial Public Offering and the sale of over-allotment Option Units. Upon completion of the Business Combination, $1,571,145 will be paid to the underwriters from the funds held in the Trust Account.

Shareholders' Equity (Deficit)

5 Months Ended

Jun. 30, 2021

Shareholders' Equity (Deficit)

Shareholders' Equity (Deficit)

Note 10 — Shareholders’ Equity (Deficit) (As Restated)

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 5) and 224,780 Private Placement Shares in the Private Placement (see Note 6). As of June 30, 2021, there were 1,074,780 Class A ordinary shares issued and outstanding, excluding 4,488,986 Class A ordinary shares subject to possible redemption.

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 480s and 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 $1.3 million, or $0.58 per Unit.

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.

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Emerging Growth Company Status

Subsequent Events

5 Months Ended

Jun. 30, 2021

Subsequent Events

Subsequent Events

Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date on which the unaudited condensed financial statements were issued. Except as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statement.

On September 27, 2021, the Company entered into a business combination agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with TGC Merger Sub, Inc., a Cayman Islands exempted company incorporated with limited liability and a direct wholly-owned subsidiary of TradeUP (“Merger Sub”) and SAITECH Limited, a Cayman Islands exempted company incorporated with limited liability (“SAITECH”). Upon the terms and subject to the conditions of the Business Combination Agreement, and in accordance with applicable law, Merger Sub will merge with and into SAITECH, with SAITECH surviving the merger and becoming a wholly owned subsidiary of TradeUP (the “Merger”). The Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination” and the closing date of the Business Combination is hereinafter referred to as the “Closing Date.”

The “Merger Consideration” will be paid by the issuance of the Company’s Class A ordinary shares (“Company Class A Shares”) and a new series of the Company’s Class B ordinary shares (“Company Class B Shares”) with an aggregate value, based on a price of $10.00 per share, equal to $228,000,000. The Merger Consideration is also subject to a potential increase if TradeUP Global Sponsor LLC (the “Sponsor”) or its affiliates (other than the Purchaser or any of its subsidiaries) fail to fund all or any portion of amounts in excess of $4,500,000 of “Transaction Expenses” (which include deferred underwriting fees, but expressly exclude any D&O tail insurance policy costs or other liabilities), and SAITECH elects by providing written notice to the Company after the Company closing statement is delivered to SAITECH and prior to closing to treat such unfunded amount as the “Excess Purchaser Indebtedness and Liability Amount,” which amount would increase the Merger Consideration.

Holders of the Company Class A Shares and new Company Class B Shares will vote together as one class on all matters submitted to a vote for shareholders’ consent. Each Company Class A Share will be entitled to one (1) vote on all matters subject to a vote of shareholders, and each new Company Class B Share will be entitled to ten (10) votes on all matters subject to a vote of shareholders. Other than voting rights, the Company Class A Shares and Company Class B shares will have the same rights and powers and have the same ranking in all respects (including with respect to dividends, distributions an on liquidation), absent different treatment approved by separate class vote of each of the holders of Company Class A Shares and Company Class B Shares. The new series of Company Class B Shares will be convertible at any time by the holder into one (1) Company Class A Share. Each Company Class B Share will also be convertible automatically into one Company Class A Share (i) on the first anniversary of the Founder’s death or incapacity, (ii) on a date determined by the Board during the period commencing 90 days after, and ending 180 days after, the date on which Founder is terminated for Cause (as defined), and (iii) upon a sale, pledge, transfer or other disposition to any person who is not a Permitted Transferee (as defined in the Business Combination Agreement), subject to certain exceptions for permitted pledges.

The consummation of the Business Combination is subject to customary conditions, including, among other things, (i) the approval of the Business Combination Agreement by the shareholders of the Company, (ii) the Company having an aggregate cash amount of at least $17.5 million available at Closing in the Company’s trust account after giving effect to the redemptions of any shares of Company

Class A Shares for holders that timely exercise and do not waive their redemptions rights in respect of the transaction, but before giving effect to the consummation of the closing and the payment of any outstanding transaction expenses of the Company, SAITECH transaction expenses and indebtedness permitted under the Business Combination Agreement (which may be waived by SAITECH), (iii) the Company having at least $5,000,001 of net tangible assets after giving effect to redemptions, (iv) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”), (v) no evidence that the Company does not qualify as a “foreign private issuer” under the Securities Exchange Act of 1934, , as amended, and (vi) SAITECH having at least $1.0 million of net cash (i.e., cash less indebtedness) at the closing.

The parties to the Business Combination Agreement have made customary representations, warranties and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of the Company and SAITECH and their subsidiaries prior to the closing.

The Business Combination Agreement may be terminated by SAITECH or the Company under certain circumstances, including, among others, (i) by mutual written consent of SAITECH and the Company, (ii) by either SAITECH or the Company if the closing has not occurred on or before March 31, 2022, (iii) by SAITECH or the Company if either the Company or SAITECH has not obtained the required approval of its shareholders, (iv) by the Company if SAITECH fails to deliver PCAOB compliant audited financial statements to the Company by October 15, 2021, and (v) by SAITECH, if the Company’s board of directors makes a change in recommendation in supporting the Business Combination Agreement and the transactions contemplated thereby

Significant accounting policies (Policies)

5 Months Ended

Jun. 30, 2021

Significant accounting policies

Basis of Presentation

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

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 10)

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

Net Income (Loss) Per Ordinary Share (As Restated)

The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following:


			For the Period
			from January 26,
	For the Three		2021 (inception)
	Months Ended		through June 30,
	June 30, 2021		2021
Net loss	$	(22,549)	$	(27,059)
Accretion of carrying value to redemption value		(4,574,459)		(4,574,459)
Net loss including accretion of carrying value to redemption value	$	(4,597,008)	$	(4,601,518)


	For the Three				For the Period
	Months Ended				From January 26, 2021 (inception)
	June 30, 2021				through June 30, 2021
	Redeemable		Non-Redeemable		Redeemable		Non-Redeemable
	Ordinary Shares		Ordinary Shares		Ordinary Shares		Ordinary Shares
Basic and diluted net income/(loss) per share:
Numerators:
Allocation of net loss including carrying value to redemption value	$	(3,215,777)	$	(1,381,231)	$	(2,739,723)	$	(1,861,795)
Accretion of carrying value to redemption value		4,574,459		—		4,574,459		—
Allocation of net income/(loss)	$	1,358,682	$	(1,381,231)	$	1,834,736	$	(1,861,795)
Denominators:
Weighted-average shares outstanding		2,812,751		1,208,124		1,651,357		1,122,189
Basic and diluted net income/(loss) per share	$	0.48	$	(1.14)	$	1.11	$	(1.66)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Restatement of Previously Issued Financial Statements (Tables)

5 Months Ended

Jun. 30, 2021

Restatement of Previously Issued Financial Statements

Summary of impact on previously issued financial statements

The impact to the previously presented financial statements is presented below:


As of June 30, 2021	As Reported		Adjustment		As Restated
Unaudited Condensed Balance Sheet
Ordinary shares subject to possible redemption	$	38,730,280	$	6,159,580	$	44,889,860

Shareholders’ Equity:
Class A Ordinary shares		169		(62)		107
Class B Ordinary shares		27		—		27
Additional paid in capital		5,026,872		(5,026,872)		—
Accumulated deficit		(27,059)		(1,132,646)		(1,159,705)
Total Shareholders’ Equity (Deficit)	$	5,000,009	$	(6,159,580)	$	(1,159,571)


For the Three Months Ended June 30, 2021	As Reported		Adjustment		As Restated
Unaudited Condensed Statement of Operations
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.48	$	0.48
Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation	$	(0.02)	$	(1.12)	$	(1.14)


For the Period from January 26, 2021 (inception) through June 30, 2021	As Reported		Adjustment		As Restated
Unaudited Condensed Statement of Operations
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	1.11	$	1.11
Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation	$	(0.02)	$	(1.64)	$	(1.66)


For the Period from January 26, 2021 (inception) through June 30, 2021	As Reported		Adjustment		As Restated
Unaudited Condensed Statement of Cash Flows - Supplemental Disclosure of Non-cash Financing Activities
Initial classification of ordinary shares subject to redemption	$	38,858,260	$	(38,858,260)	$	—
Change in value of ordinary shares subject to redemption	$	127,980	$	43,496,762	$	43,624,742
Allocation of offering costs to ordinary shares subject to redemption	$	—	$	3,309,341	$	3,309,341
Accretion of carrying value to redemption value	$	—	$	4,574,459	$	4,574,459

Significant accounting policies (Tables)

5 Months Ended

Jun. 30, 2021

Significant accounting policies

Summary of net income (loss) per ordinary share


			For the Period
			from January 26,
	For the Three		2021 (inception)
	Months Ended		through June 30,
	June 30, 2021		2021
Net loss	$	(22,549)	$	(27,059)
Accretion of carrying value to redemption value		(4,574,459)		(4,574,459)
Net loss including accretion of carrying value to redemption value	$	(4,597,008)	$	(4,601,518)


	For the Three				For the Period
	Months Ended				From January 26, 2021 (inception)
	June 30, 2021				through June 30, 2021
	Redeemable		Non-Redeemable		Redeemable		Non-Redeemable
	Ordinary Shares		Ordinary Shares		Ordinary Shares		Ordinary Shares
Basic and diluted net income/(loss) per share:
Numerators:
Allocation of net loss including carrying value to redemption value	$	(3,215,777)	$	(1,381,231)	$	(2,739,723)	$	(1,861,795)
Accretion of carrying value to redemption value		4,574,459		—		4,574,459		—
Allocation of net income/(loss)	$	1,358,682	$	(1,381,231)	$	1,834,736	$	(1,861,795)
Denominators:
Weighted-average shares outstanding		2,812,751		1,208,124		1,651,357		1,122,189
Basic and diluted net income/(loss) per share	$	0.48	$	(1.14)	$	1.11	$	(1.66)

Investments Held in Trust Account (Tables)

5 Months Ended

Jun. 30, 2021

Investments Held in Trust Account

Schedule of company's assets that are measured at fair value on a recurring basis


Description	Level	June 30, 2021
Assets:
Trust Account - U.S. Treasury Securities Money Market Fund	1	$	44,890,288

Initial Public Offering (Tables)

5 Months Ended

Jun. 30, 2021

Initial Public Offering.

Summary of ordinary shares reflected on balance sheet are reconciled

As of June 30, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table.


	As of
	June 30, 2021
Gross proceeds	$	44,889,860
Less:
Proceeds allocated to public warrants		(1,265,118)
Offering costs of public shares		(3,309,341)
Plus:
Accretion of carrying value to redemption value		4,574,459
Ordinary shares subject to possible redemption	$	44,889,860

Organization, Business Operation and Going Concern Consideration (Details)

1 Months Ended

2 Months Ended

5 Months Ended

May 12, 2021

USD ($)

$ / shares

May 03, 2021

USD ($)

$ / shares

Jan. 26, 2021

item

May 31, 2021

Mar. 31, 2021

USD ($)

Jun. 30, 2021

USD ($)

item

$ / shares

Oct. 31, 2020

$ / shares

Sale of units through public offering (In shares) | shares

4,488,986

Sale of Private Placement Warrants (in shares) | shares

$ 40,000,000

2,000,000

2,244,493

Price of warrant | $ / shares

$ 11.50

Aggregate Amount

$ 44,889,860

Condition for future business combination number of businesses minimum | item

Payments For Investment Of Cash In Trust Account

44,889,860

$ 44,889,860

Condition for future business combination use of proceeds percentage

Condition for future business combination threshold Percentage Ownership

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

Maximum amount of loan to finance transaction costs

1,200,000

Founder shares issued to initial shareholder

^[1]

$ 25,000

Deferred Offering Costs Noncurrent

1,571,145

Condition for future business combination threshold Net Tangible Assets

5,000,001

Net Cash

$ 413,633

$ 702,780

Number of shares in a unit | shares

Number of warrants in a unit | shares

0.5

$ 11.50

Private Placement Warrants

$ 11.50

Redemption period upon closure

185 days

$ 10.00

$ 10.00

Initial Public Offering

Sale of units through public offering (In shares) | shares

4,000,000

Threshold business days for redemption of public shares

10 days

Maximum net interest to pay dissolution expenses

$ 100,000

$ 10.00

$ 100

Deferred Offering Costs Noncurrent

$ 10.00

$ 100

Transaction Costs

$ 3,030,656

Underwriting fees

800,000

1,400,000

Other offering costs

$ 830,656

Initial Public Offering | Class A Common Stock

Number of shares in a unit | shares

Initial Public Offering | Public Warrants

Number of warrants in a unit | shares

$ 44,889,860

0.5

Private Placement

Sale of Private Placement Warrants (in shares) | shares

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

Sale of units through public offering (In shares) | shares

9,780

Sale of Private Placement Warrants (in shares) | shares

$ 97,800

224,780

Price of warrant | $ / shares

$ 10.00

$ 10.00

10.00

$ 10.00

Over-allotment option

Sale of units through public offering (In shares) | shares

488,986

Sale of Private Placement Warrants (in shares) | shares

$ 4,889,860

$ 40,000,000

244,493

$ 10.00

Over-allotment option | Private Placement Warrants

$ 10.00

Proceeds from sale of Private Placement Warrants

$ 2,150,000

[1]	June 30, 2021

Restatement of Previously Issued Financial Statements - Balance Sheet (Details) - USD ($)

Jun. 30, 2021

Mar. 31, 2021

Jan. 25, 2021

$ 44,889,860

Additional paid in capital

(1,159,705)

(1,159,571)

$ 20,490

$ 0

107

Class B Common Stock

Restatement of redeemable common stock as temporary equity

^[1]

44,889,860

(1,159,705)

Restatement of redeemable common stock as temporary equity | Class A Common Stock

(1,159,571)

Restatement of redeemable common stock as temporary equity | Class B Common Stock

107

As Reported | Restatement of redeemable common stock as temporary equity

38,730,280

Additional paid in capital

5,026,872

(27,059)

As Reported | Restatement of redeemable common stock as temporary equity | Class A Common Stock

5,000,009

As Reported | Restatement of redeemable common stock as temporary equity | Class B Common Stock

169

Adjustment | Restatement of redeemable common stock as temporary equity

6,159,580

Additional paid in capital

(5,026,872)

(1,132,646)

Adjustment | Restatement of redeemable common stock as temporary equity | Class A Common Stock

(6,159,580)

$ (62)

[1]	June 30, 2021

Restatement of Previously Issued Financial Statements - Statement of Operations (Details) - $ / shares	3 Months Ended	5 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Unaudited Condensed Statement of Operations
Net (loss) income per share, Basic	$ (1.14)	$ (1.66)
Net (loss) income per share, Diluted	(1.14)	(0.02)
Class A Common Stock Subject to Redemption
Unaudited Condensed Statement of Operations
Net (loss) income per share, Basic	0.48	1.11
Net (loss) income per share, Diluted	0.48	1.11
Restatement of redeemable common stock as temporary equity
Unaudited Condensed Statement of Operations
Net (loss) income per share, Basic	(1.14)	(1.66)
Net (loss) income per share, Diluted	(1.14)	(1.66)
Restatement of redeemable common stock as temporary equity \| Class A Common Stock Subject to Redemption
Unaudited Condensed Statement of Operations
Net (loss) income per share, Basic	0.48	1.11
Net (loss) income per share, Diluted	0.48	1.11
As Reported \| Restatement of redeemable common stock as temporary equity
Unaudited Condensed Statement of Operations
Net (loss) income per share, Basic	(0.02)	(0.02)
Net (loss) income per share, Diluted	(0.02)	(0.02)
As Reported \| Restatement of redeemable common stock as temporary equity \| Class A Common Stock Subject to Redemption
Unaudited Condensed Statement of Operations
Net (loss) income per share, Basic	0.00	0.00
Net (loss) income per share, Diluted	0.00
Adjustment \| Restatement of redeemable common stock as temporary equity
Unaudited Condensed Statement of Operations
Net (loss) income per share, Basic	(1.12)	(1.64)
Net (loss) income per share, Diluted	(1.12)	(1.64)
Adjustment \| Restatement of redeemable common stock as temporary equity \| Class A Common Stock Subject to Redemption
Unaudited Condensed Statement of Operations
Net (loss) income per share, Basic	0.48	1.11
Net (loss) income per share, Diluted	$ 0.48	$ 1.11

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Restatement of Previously Issued Financial Statements - Statement of Cash Flows (Details)	5 Months Ended
	Jun. 30, 2021 USD ($)
Unaudited Condensed Statement of Cash Flows - Supplemental Disclosure of Non-cash Financing Activities
Allocation of offering costs to ordinary shares subject to redemption	$ 3,309,341
Accretion of carrying value to redemption value	4,574,459
Restatement of redeemable common stock as temporary equity
Unaudited Condensed Statement of Cash Flows - Supplemental Disclosure of Non-cash Financing Activities
Change in value of ordinary shares subject to redemption	43,624,742
Allocation of offering costs to ordinary shares subject to redemption	3,309,341
Accretion of carrying value to redemption value	4,574,459
As Reported \| Restatement of redeemable common stock as temporary equity
Unaudited Condensed Statement of Cash Flows - Supplemental Disclosure of Non-cash Financing Activities
Initial classification of ordinary shares subject to redemption	38,858,260
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Unaudited Condensed Statement of Cash Flows - Supplemental Disclosure of Non-cash Financing Activities
Initial classification of ordinary shares subject to redemption	(38,858,260)
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Allocation of offering costs to ordinary shares subject to redemption	3,309,341
Accretion of carrying value to redemption value	$ 4,574,459

Restatement of Previously Issued Financial Statements - Additional Information (Details)	Jun. 30, 2021 USD ($)
Restatement of Previously Issued Financial Statements
Minimum net tangible assets	$ 5,000,001

Significant accounting policies (Details)	5 Months Ended
Significant accounting policies (Details)	Jun. 30, 2021 USD ($) shares
Significant accounting policies
Federal Deposit Insurance Corporation	$ 500,000
Unrecognized Tax Benefits	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount \| shares	2,244,493

Significant accounting policies - Calculation of net income (loss) including accretion to redemption (Details) - USD ($)	2 Months Ended	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2021
Significant accounting policies
Net loss	$ (4,510)	$ (22,549)	$ (27,059)
Accretion of carrying value to redemption value		(4,574,459)	(4,574,459)
Net loss including accretion of carrying value to redemption value		$ (4,597,008)	$ (4,601,518)

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

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Significant accounting policies - Net income (loss) per share (Details) - USD ($)	2 Months Ended	3 Months Ended	5 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2021
Numerators:
Allocation of net loss including carrying value to redemption value		$ (4,597,008)	$ (4,601,518)
Accretion of carrying value to redemption value		(4,574,459)	(4,574,459)
Allocation of net income/(loss)	$ (4,510)	$ (22,549)	$ (27,059)
Denominators:
Weighted-average shares outstanding, Basic		1,208,124	1,122,189
Weighted-average shares outstanding, Diluted		1,208,124	1,122,189
Net (loss) income per share, Basic		$ (1.14)	$ (1.66)
Net (loss) income per share, Diluted		$ (1.14)	$ (0.02)
Redeemable Ordinary Shares
Numerators:
Allocation of net loss including carrying value to redemption value		$ (3,215,777)	$ (2,739,723)
Accretion of carrying value to redemption value		(4,574,459)	(4,574,459)
Allocation of net income/(loss)		$ 1,358,682	$ 1,834,736
Denominators:
Basic and diluted weighted-average shares outstanding (in shares)		2,812,751	1,651,357
Basic and diluted net income/(loss) per share		$ 0.48	$ 1.11
Non-Redeemable Ordinary Shares
Numerators:
Allocation of net loss including carrying value to redemption value		$ (1,381,231)	$ (1,861,795)
Allocation of net income/(loss)		$ (1,381,231)	$ (1,861,795)
Denominators:
Basic and diluted weighted-average shares outstanding (in shares)		1,208,124	1,122,189
Basic and diluted net income/(loss) per share		$ (1.14)	$ (1.66)

Investments Held in Trust Account (Details)	Jun. 30, 2021 USD ($)
Level 1 \| Recurring \| U.S. Treasury Securities \| Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	$ 44,890,288

Initial Public Offering (Details) - USD ($)			1 Months Ended	5 Months Ended
Initial Public Offering (Details) - USD ($)	May 12, 2021	May 03, 2021	May 31, 2021	Jun. 30, 2021	Oct. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Number of units sold			4,488,986	4,488,986
Gross proceeds				$ 44,889,860
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit				$ 11.50
Number of shares in a unit				1
Number of warrants in a unit				0.5
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold		4,000,000		4,000,000
Purchase price, per unit				$ 10.00	$ 100
Redemption Or Liquidation				5 years
Initial Public Offering \| Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit				1
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit				0.5
Number of shares issuable per warrant				1
Exercise price of warrants					$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	488,986			488,986
Gross proceeds				$ 44,889,860
Purchase price, per unit		$ 10.00		$ 10.00
Exercisable Warrants				30 days

Initial Public Offering - Ordinary Shares Reflected On Balance Sheet Are Reconciled (Details)	3 Months Ended	5 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Gross proceeds		$ 44,889,860
Less: Proceeds allocated to public warrants		(1,265,118)
Less: Offering costs of public shares		(3,309,341)
Accretion of carrying value to redemption value	$ 4,574,459	4,574,459
Ordinary shares subject to possible redemption	$ 44,889,860	44,889,860
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Gross proceeds		$ 44,889,860

Aggregate purchase price | $

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Private Placement (Details) - $ / shares	Jun. 30, 2021	May 03, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	2,244,493	2,000,000
Price of warrants	$ 11.50
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	215,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	224,780
Price of warrants	$ 10.00

Related Party Transactions - Founder Shares (Details)

2 Months Ended

5 Months Ended

May 03, 2021

USD ($)

$ / shares

Feb. 01, 2021

USD ($)

Mar. 31, 2021

USD ($)

Jun. 30, 2021

$ / shares

^[1]

$ 25,000

Stock Transferred To Others During Period Shares

60,000

Class B Common Stock

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

$ 0.0001