0001213900-20-035161 | 10-Q | XBRL Viewer | Health Sciences Acquisitions Corp 2

Document And Entity Information - shares	4 Months Ended
Document And Entity Information - shares	Sep. 30, 2020	Nov. 05, 2020
Document Information Line Items
Entity Registrant Name	Health Sciences Acquisitions Corp 2
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		20,450,000
Amendment Flag	false
Entity Central Index Key	0001814114
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Transition Report	false
Entity File Number	001-39421
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

Unaudited Condensed Balance Sheet	Sep. 30, 2020 USD ($)
Current assets:
Cash	$ 2,037,809
Prepaid expenses	160,127
Total current assets	2,197,936
Investments held in Trust Account	160,002,411
Total Assets	162,200,347
Current liabilities:
Accounts payable	1,445
Accrued expenses	70,000
Total current liabilities	71,445
Deferred underwriting commissions in connection with the initial public offering	5,600,000
Total liabilities	5,671,445
Commitments and Contingencies
Ordinary shares, $0.0001 par value; 100,000,000 shares authorized, 15,152,890 shares subject to possible redemption at $10.00 per share	151,528,900
Shareholders’ equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 5,297,110 shares issued and outstanding (excluding 15,152,890 shares subject to possible redemption)	530
Additional paid-in capital	5,080,900
Accumulated deficit	(81,428)
Total shareholders’ equity	5,000,002
Total Liabilities and Shareholders’ equity	$ 162,200,347

Unaudited Condensed Balance Sheet (Parentheticals)	Sep. 30, 2020 $ / shares shares
Statement of Financial Position [Abstract]
Ordinary stock, par value (in Dollars per share) (in Dollars per share) \| $ / shares	$ 0.0001
Ordinary stock, shares authorized	100,000,000
Shares subject to possible redemption	15,152,890
Per Share, price (in Dollars per share) \| $ / shares	$ 10.00
Preferred stock, par value (in Dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Ordinary stock, par value (in Dollars per share) (in Dollars per share) \| $ / shares	$ 0.0001
Ordinary stock, shares authorized	100,000,000
Ordinary stock, shares issued	5,297,110
Ordinary stock, shares outstanding	5,297,110

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended	4 Months Ended
Unaudited Condensed Statements of Operations - USD ($)	Sep. 30, 2020	Sep. 30, 2020
Operating expenses
General and administrative expenses	$ 68,625	$ 83,839
Total operating expenses	68,625	83,839
Net gain from investments held in Trust Account	2,411	2,411
Net loss	$ (66,214)	$ (81,428)
Weighted average shares outstanding of Public Shares, basic and diluted (in Shares)	16,000,000	16,000,000
Basic and diluted net loss per share, Public Shares (in Dollars per share)	$ 0.00	$ 0.00
Weighted average shares outstanding of Founder Shares, basic and diluted (in Shares)	4,273,913	4,225,000
Basic and diluted net loss per share, Founder Shares (in Dollars per share)	$ (0.02)	$ (0.02)

- Definition

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

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+ Details

Unaudited Condensed Statements of Changes in Shareholders' Equity - USD ($)	Ordinary Shares	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at May. 25, 2020
Balance (in Shares) at May. 25, 2020
Issuance of ordinary shares to Sponsor	$ 400	28,350		28,750
Issuance of ordinary shares to Sponsor (in Shares)	4,000,000
Net loss			(15,214)	(15,214)
Balance at Jun. 30, 2020	$ 400	28,350	(15,214)	13,536
Balance (in Shares) at Jun. 30, 2020	4,000,000
Sale of ordinary shares in initial public offering, gross	$ 1,600	159,998,400		160,000,000
Sale of ordinary shares in initial public offering, gross (in Shares)	16,000,000
Offering costs		(9,418,420)		(9,418,420)
Sale of private placement shares and private placement warrants to Sponsor in a private placement	$ 45	5,999,955		6,000,000
Sale of private placement shares and private placement warrants to Sponsor in a private placement (in Shares)	450,000
Shares subject to possible redemption	$ (1,515)	(151,527,385)		(151,528,900)
Shares subject to possible redemption (in Shares)	(15,152,890)
Net loss			(66,214)	(66,214)
Balance at Sep. 30, 2020	$ 530	$ 5,080,900	$ (81,428)	$ 5,000,002
Balance (in Shares) at Sep. 30, 2020	5,297,110

Unaudited Condensed Statement of Cash Flows	4 Months Ended
Unaudited Condensed Statement of Cash Flows	Sep. 30, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (81,428)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(2,411)
Changes in operating assets and liabilities:
Prepaid expenses	(160,127)
Accounts payable	1,445
Accrued expenses	(5,000)
Net cash used in operating activities	(247,521)
Cash Flows from Investing Activities
Principal deposited in Trust Account	(160,000,000)
Net cash used in investing activities	(160,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of ordinary shares to Sponsor	28,750
Proceeds from note payable to related party	300,000
Repayment of note payable to related party	(300,000)
Proceeds received from initial public offering, gross	160,000,000
Proceeds from private placement	6,000,000
Payments of offering costs	(3,743,420)
Net cash provided by financing activities	162,285,330
Net change in cash	2,037,809
Cash - beginning of the period
Cash - end of the period	2,037,809
Supplemental disclosure of noncash activities:
Offering costs included in accrued expenses	70,000
Deferred underwriting commissions in connection with the initial public offering	5,600,000
Initial value of ordinary shares subject to possible redemption	151,570,900
Change in value of ordinary shares subject to possible redemption	$ (42,000)

Organization, Business Operations and Basis of Presentation

4 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION

NOTE 1. ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION

Health Sciences Acquisitions Corporation 2 (the “Company”) was incorporated on May 25, 2020 in the Cayman Islands as a business company with limited liability and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on healthcare innovation. The Company has neither engaged in any operations nor generated revenue to date. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”).

As of September 30, 2020, the Company had not commenced any operations. All activity for the period from May 25, 2020 (inception) through September 30, 2020 had been related to the Company’s formation and the initial public offering (“Initial Public Offering”) described below, and since offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income from its investments held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is HSAC 2 Holdings, LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 3, 2020. On August 6, 2020, the Company consummated its Initial Public Offering of 16,000,000 ordinary shares (the “Public Shares”), including the issuance of 2,086,956 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $160.0 million, and incurring offering costs of approximately $9.4 million, inclusive of approximately $5.6 million in deferred underwriting commissions (Note 6).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 450,000 ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, (for a total purchase price of $4.5 million), and (ii) 1,500,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant (for a total purchase price of $1.5 million), for an aggregate of $6.0 million from the Sponsor, generating gross proceeds to the Company of $6.0 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $160.0 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a U.S based trust account (“Trust Account”), maintained by Continental Stock Transfer & Trust Company, acting as trustee, and invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Pursuant to stock exchange listing rules, the Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with 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 a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Shares and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination.

The Company will provide its holder of the Public Shares (“Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per ordinary share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). As a result, such ordinary shares have been recorded at redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standard Board (“FASB”), Accounting Standard Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. 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 a majority of the ordinary shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem ordinary shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Insider Shares prior to this Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Insider Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Insider Shares, Private Placement Shares, and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its ordinary shares with respect to more than an aggregate of 20% or more of the ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, executive officers, directors and director nominees have agreed not to propose 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 its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their ordinary shares in conjunction with any such amendment.

If a Business Combination has not been consummated by August 6, 2022 (the “Combination Period”), it will trigger the Company’s automatic winding up, liquidation and dissolution. If the Company does not consummate a Business Combination within the Combination Period, upon notice from the Company, the trustee of the Trust Account will distribute the amount in the Trust Account to the Public Shareholders. Concurrently, the Company shall pay, or reserve for payment, from funds not held in the Trust Account, its liabilities and obligations, although the Company cannot assure that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Trust Account for such purpose, the Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company and which have not executed a waiver agreement. However, the Company cannot assure that the liquidator will not determine that he or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors). The Company also cannot assure that a creditor or shareholder will not file a petition with the Cayman Islands Court which, if successful, may result in the Company’s liquidation being subject to the supervision of that court. Such events might delay distribution of some or all of the Company’s assets to the Public Shareholders.

The Initial Shareholders have agreed to waive their liquidation rights with respect to the Insider Shares (as defined in Note 5) and Private Placement Shares (collectively, “Founder Shares”) held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per ordinary share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per ordinary share initially held in the Trust Account.

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period from May 25, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on August 12, 2020 and August 5, 2020, respectively.

Emerging Growth Company

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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Liquidity and Capital Resources

The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2020, the Company had $2.0 million in its operating bank account, and working capital of approximately $2.1 million.

Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through the capital contribution of $28,750 from the Sponsor to purchase the Insider Shares, and a loan of $300,000 pursuant to the Note issued to the Sponsor, which was repaid on August 7, 2020 (Note 5). Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). As of September 30, 2020, there were no amounts outstanding under any Working Capital Loans.

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

Significant Accounting Policies

4 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of September 30, 2020 is comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less or investments in a money market funds that comprise only U.S. Treasury securities money market funds.

Investments Held in the Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Fair Value of Financial Instruments

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

●

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

●

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

●

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

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

As of September 30, 2020, the carrying values of cash, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 180 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. The fair value of investments held in Trust Account is determined using quoted prices in active markets.

Offering Costs associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees, and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Ordinary Shares Subject to Possible Redemption

Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments 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 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, at September 30, 2020, 15,152,890 ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss applicable to shareholders by the weighted average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants sold in the Private Placement to purchase an aggregate of 1,500,000 ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method.

The Company’s unaudited condensed statements of operations includes a presentation of loss per ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Public Shares for three months ended September 30, 2020 and for the period from May 25, 2020 (inception) through September 30, 2020 is calculated by dividing the investment income earned on the Trust Account of approximately $2,000 for both periods, by the weighted average number of Public Shares outstanding for the respective periods. Net loss per ordinary share, basic and diluted for Founder Shares (as defined in Note 1) for the three months ended September 30, 2020 and for the period from May 25, 2020 (inception) through September 30, 2020 is calculated by dividing the net loss of approximately $69,000 and $84,000, respectively, less income attributable to Public Shares of approximately $2,000 for both periods, by the weighted average number of Founder Shares outstanding for the respective periods.

Income Taxes

ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

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

Related Party Transactions

4 Months Ended

Sep. 30, 2020

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Insider Shares

On June 11, 2020, the Company issued 3,593,750 ordinary shares to the Sponsor (the “Insider Shares”) for an aggregate purchase price of $28,750. On August 3, 2020, the Company effected a share dividend of 0.113043478 ordinary shares for each outstanding ordinary share (an aggregate of 406,250 ordinary shares), resulting in an aggregate of 4,000,000 ordinary shares outstanding. All ordinary shares and associated amounts have been retroactively restated to reflect the share dividend. The holders of the Insider Shares had agreed to forfeit up to an aggregate of 521,739 Insider Shares, on a pro rata basis, to the extent that the option to purchase additional ordinary shares is not exercised in full by the underwriters. The forfeiture would have been adjusted to the extent that the option to purchase additional ordinary shares is not exercised in full by the underwriters so that the Insider Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering). On August 6, 2020, the underwriters fully exercised the over-allotment option; thus, the 521,739 Insider Shares were no longer subject to forfeiture.

The Initial Shareholders agreed not to transfer, assign or sell any of their Insider Shares (except to certain permitted transferees) until, with respect to 50% of the Insider Shares, the earlier of six months after the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per ordinary share for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and, with respect to the remaining 50% of the Insider Shares, six months after the date of the consummation of the initial Business Combination, or earlier in each case if, subsequent to the initial Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Related Party Loans

On June 11, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due on the date the Company consummates the Initial Public Offering or the date on which the Company determines not to conduct the Initial Public Offering. The Company borrowed $300,000 under the Note, and fully repaid the Note in full on August 7, 2020.

In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Shareholders may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (the “Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of such loans may be converted upon consummation of the Business Combination into additional private warrants at a price of $1.00 per warrant. If the Company does not complete a Business Combination within the Combination Period, the Working Capital Loans will be repaid only from amounts remaining outside the Trust Account, if any. The warrants would be identical to the Private Placement Warrants. To date, the Company had no borrowings under the Working Capital Loans.

Administrative support agreement

Commencing on the date of the Company’s prospectus, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space and certain office and secretarial services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the period from May 25, 2020 (inception) through September 30, 2020, the Company incurred $20,000 in expenses for these services which is included in general and administrative expenses on the unaudited condensed statement of operations. No amounts payable were due as of September 30, 2020.

Purchase Agreement

The Sponsor has entered into an agreement with the Company to purchase an aggregate of 2,500,000 of the Company’s ordinary shares or their equivalent in the securities of a target company for an aggregate purchase price of $25,000,000 prior to, concurrently with, or following the closing of the Business Combination, either in open market transactions (to the extent permitted by law) or in a private placement. The capital from such transaction may be used as part of the consideration to the sellers in the initial Business Combination, and any excess capital fund from such private placement would be used for working capital in the post-transaction company.

Accounting Policies, by Policy (Policies)

4 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Use of estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Concentration of credit risk

Concentration of Credit Risk

Investments Held in the Trust Account

Investments Held in the Trust Account

Fair Value of Financial Instruments

Fair Value of Financial Instruments

●

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

●

Offering Costs associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

Net Loss Per Common Share

Net Loss Per Ordinary Share

Income taxes

Income Taxes

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

Organization, Business Operations and Basis of Presentation (Details) - USD ($)		4 Months Ended
	Aug. 06, 2020	Sep. 30, 2020
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Price per share (in Dollars per share)		$ 10.00
Gross proceeds	$ 160,000,000	$ 160,000,000
Private placement, amount		$ 6,000,000
Assets held in the trust account, percentage		80.00%
Outstanding voting security percentage		50.00%
Public share per share value (in Shares)		10.00
Net tangible assets		$ 5,000,001
Aggregate shares, percentage		20.00%
Redeem shares, percentage		100.00%
Proceeds from operating bank account		$ 2,000,000
Working capital		2,100,000
Capital contribution		$ 28,750
Description of business combination		Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.
Description of private placement warrant		Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 450,000 ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, (for a total purchase price of $4.5 million), and (ii) 1,500,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant (for a total purchase price of $1.5 million), for an aggregate of $6.0 million from the Sponsor, generating gross proceeds to the Company of $6.0 million (Note 4).
Sponsor [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Capital contribution		$ 28,750
Loan amount		300,000
IPO [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Issuance of initial public offering units (in Shares)	16,000,000
Issuance of public offering (in Shares)	2,086,956
Price per share (in Dollars per share)	$ 10.00
Offering cost	$ 9,400,000
Deferred underwriting commission	$ 5,600,000	$ 5,600,000
Private Placement [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Price per share (in Dollars per share)		$ 10.00
Private placement, amount		$ 160,000,000
Public Shareholders [Member]
Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Price per unit (in Dollars per share)		$ 10.00

Related Party Transactions (Details) - USD ($)			4 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 06, 2020	Jun. 11, 2020	Sep. 30, 2020	Aug. 03, 2020
Related Party Transactions (Details) [Line Items]
Ordinary share, issued (in Shares)			5,297,110
Ordinary stock, shares outstanding (in Shares)			5,297,110
Issued and outstanding shares, percentage			20.00%
Related party, description			The Initial Shareholders agreed not to transfer, assign or sell any of their Insider Shares (except to certain permitted transferees) until, with respect to 50% of the Insider Shares, the earlier of six months after the date of the consummation of the initial Business Combination and the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per ordinary share for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and, with respect to the remaining 50% of the Insider Shares, six months after the date of the consummation of the initial Business Combination, or earlier in each case if, subsequent to the initial Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Payments of loan costs		$ 300,000
Borrowed amount		$ 300,000	$ 300,000
Administrative expenses			10,000
General and administrative expenses			$ 20,000
Aggregate purchase to ordinary shares (in Shares)			2,500,000
Aggregate to purchase price			$ 25,000,000
Warrants conversion, description			Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of such loans may be converted upon consummation of the Business Combination into additional private warrants at a price of $1.00 per warrant.
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Ordinary share, issued (in Shares)		3,593,750
Aggregate price		$ 28,750
Sponsor forfeit shares (in Shares)			521,739
Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Ordinary share, issued (in Shares)		3,593,750	20,450,000
Dividend per share value (in Dollars per share)				$ 0.113043478
Shares outstanding (in Shares)				406,250
Ordinary stock, shares outstanding (in Shares)			20,450,000	4,000,000
Insider Shares [Member]
Related Party Transactions (Details) [Line Items]
Subject to forfeiture, shares (in Shares)	521,739

Shareholders’ Equity (Details) - $ / shares		4 Months Ended
Shareholders’ Equity (Details) - $ / shares	Aug. 06, 2020	Sep. 30, 2020	Aug. 03, 2020	Jun. 11, 2020
Shareholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized		1,000,000
Preferred stock, par value, (in Dollars per share)		$ 0.0001
Ordinary shares, authorized		100,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001
Ordinary shares, issued		5,297,110
Ordinary, shares outstanding		5,297,110
Stockholders equity, description		the 4,000,000 ordinary shares outstanding, up to 521,739 of these ordinary shares was subject to forfeiture by the Sponsor (or its permitted transferees) on a pro rata basis depending on the extent to which the underwriters’ over-allotment option was exercised.
Ordinary shares subject to possible redemption		15,152,890
Warrants, description		Each warrant is exercisable to purchase one of ordinary shares at an exercise price of $11.50 per full share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
Over-Allotment Option [Member]
Shareholders’ Equity (Details) [Line Items]
Issuance of public offering	521,739
Ordinary Shares [Member]
Shareholders’ Equity (Details) [Line Items]
Ordinary shares, issued		20,450,000		3,593,750
Dividend per share value (in Dollars per share)			$ 0.113043478
Shares, outstanding			406,250
Ordinary, shares outstanding		20,450,000	4,000,000
Ordinary shares subject to possible redemption		15,152,890

Initial Public Offering (Details)	1 Months Ended
Initial Public Offering (Details)	Aug. 26, 2020
Initial Public Offering [Abstract]
Initial public offering, description	the Company consummated its Initial Public Offering of 16,000,000 Public Shares, including the 2,086,956 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of approximately $160.0 million, and incurring offering costs of approximately $9.4 million, inclusive of approximately $5.6 million in deferred underwriting commissions.

Private Placement (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	4 Months Ended
	Jun. 30, 2020	Sep. 30, 2020
Private Placement (Details) [Line Items]
Sale of stock price per share (in Dollars per share)		$ 10.00
Private placement warrants, shares (in Shares)		1,500,000
Aggregate amount of private placement	$ 6.0
Generating gross proceeds		$ 6.0
Exercise price per share (in Dollars per share)		$ 11.50
Private Placement [Member]
Private Placement (Details) [Line Items]
Purchase of shares (in Shares)		450,000
Sale of stock price per share (in Dollars per share)		$ 10.00
Purchase price.		$ 4.5
Private placement warrants, shares (in Shares)		1,500,000
Per share price (in Dollars per share)		$ 1.00
Aggregate Price Paid		$ 1.5

Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions	4 Months Ended
	Sep. 30, 2020	Aug. 06, 2020
Commitments and Contingencies (Details) [Line Items]
Underwriting Agreement Description	The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 2,086,956 additional Ordinary Shares at the Initial Public Offering price less the underwriting discounts and commissions.
Underwriting discount rate	$ 0.20
Underwriting discount fee deferred	$ 0.35
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting expense	$ 3.2
Deferred underwriting commission	$ 5.6	$ 5.6

Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - Fair Value, Recurring [Member]	Sep. 30, 2020 USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items]
Investments held in Trust Account	$ 160,002,411
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items]
Investments held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs [Line Items]
Investments held in Trust Account

Significant Accounting Policies (Details)	4 Months Ended
Significant Accounting Policies (Details)	Sep. 30, 2020 USD ($) shares
Accounting Policies [Abstract]
Federal depository insurance coverage amount (in Dollars) \| $	$ 250,000
Ordinary shares subject to possible redemption	15,152,890
Class Of Warrants Or Right Issued	1,500,000
Net Loss Per Ordinary Share	Net income per ordinary share, basic and diluted for Public Shares for three months ended September 30, 2020 and for the period from May 25, 2020 (inception) through September 30, 2020 is calculated by dividing the investment income earned on the Trust Account of approximately $2,000 for both periods, by the weighted average number of Public Shares outstanding for the respective periods. Net loss per ordinary share, basic and diluted for Founder Shares (as defined in Note 1) for the three months ended September 30, 2020 and for the period from May 25, 2020 (inception) through September 30, 2020 is calculated by dividing the net loss of approximately $69,000 and $84,000, respectively, less income attributable to Public Shares of approximately $2,000 for both periods, by the weighted average number of Founder Shares outstanding for the respective periods.