0001104659-21-110757 | S-4 | XBRL Viewer | Healthcor Catalio Acquisition Corp

Accounts payable and accrued expenses

1,350,095

Accrued offering costs

7,515

246,037

Promissory note - related party

38,375

Total Current Liabilities

1,357,610

284,412

TOTAL LIABILITIES

8,602,610

284,412

Commitments and Contingencies

Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding

Additional paid-in capital

6,586,963

24,482

Accumulated deficit

(1,587,660)

(5,000)

TOTAL LIABILITIES AND SHAREHOLDER?S EQUITY

5,000,006

$ 5,000,003

20,000

$ 0

208,251,042

304,412

Class A Ordinary Shares

185

Class A Ordinary Shares Subject to Redemption

185

170

Class A ordinary shares subject to possible redemption 19,463,730 and no shares at redemption value as of June 30, 2021 and December 31, 2020, respectively

194,648,426

Class B Ordinary Shares

518

^[1]

Formation and operating costs

$ 518

$ 0

[1]

Included an aggregate of up to 675,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 26, 2021, the Company effected a share capitalization pursuant to which we issued 862,500 additional Class B ordinary shares, resulting in its initial shareholders holding 5,175,000 Class B ordinary shares (see Note 5). All share and per-share amounts have been retroactively restated to reflect the share capitalization.

BALANCE SHEET (Parenthetical) - $ / shares		1 Months Ended	3 Months Ended
BALANCE SHEET (Parenthetical) - $ / shares	Jan. 26, 2021	Dec. 31, 2020	Mar. 31, 2021	Jun. 30, 2021
Preferred stock, par value, (per share)		$ 0.0001		$ 0.0001
Preferred stock, shares authorized		5,000,000		5,000,000
Preferred stock, shares issued		0		0
Preferred stock, shares outstanding		0		0
Class A Ordinary Shares
Common shares, par value, (per share)		$ 0.0001		$ 0.0001
Common shares, shares authorized		500,000,000		500,000,000
Common shares, shares issued		0		1,850,270
Common shares, shares outstanding		0		1,850,270
Number of shares issued			614,000
Class B Ordinary Shares
Common shares, par value, (per share)		$ 0.0001		$ 0.0001
Common shares, shares authorized		50,000,000		50,000,000
Common shares, shares issued		5,175,000		5,175,000
Common shares, shares outstanding	5,175,000	5,175,000		5,175,000
Number of shares issued	862,500	5,175,000
Class B Ordinary Shares \| Over-allotment option
Maximum shares subject to forfeiture		675,000

STATEMENT OF OPERATIONS - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Mar. 31, 2021

Jun. 30, 2021

STATEMENT OF OPERATIONS

$ 5,000

$ 1,441,293

$ 1,594,493

Loss from operations

(1,441,293)

(1,594,493)

Other income:

Loss before income taxes

(1,433,894)

(1,582,660)

Net Loss

$ (5,000)

^[1]

$ (1,433,894)

$ (148,766)

$ (1,582,660)

Weighted average shares outstanding, basic and diluted

4,500,000

^[2]

$ 0.00

[1]

[2]

Excluded an aggregate of up to 675,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On January 26, 2021, the Company effected a share capitalization pursuant to which we issued 862,500 additional Class B ordinary shares, resulting in its initial shareholders holding 5,175,000 Class B ordinary shares (see Note 5). All share and per-share amounts have been retroactively restated to reflect the share capitalization.

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Balance at the beginning at Nov. 17, 2020

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)

Class B Ordinary Shares

Additional Paid-in Capital

Accumulated Deficit

Total

$ 0

Balance at the beginning (in shares) at Nov. 17, 2020

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

Issuance of Class B ordinary shares to Sponsor (in shares)

$ 518

24,482

25,000

5,175,000

Balance at the end at Dec. 31, 2020

^[1]

$ 0

(5,000)

$ 518

24,482

(5,000)

20,000

Balance at the end (in shares) at Dec. 31, 2020

5,175,000

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

Ordinary shares subject to redemption

6,139,939

6,140,000

(196,080,362)

(196,082,323)

Balance at the end at Mar. 31, 2021

$ 0

(148,766)

$ 518

5,153,081

(153,766)

5,000,003

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

5,175,000

Balance at the beginning at Dec. 31, 2020

$ 518

24,482

(5,000)

20,000

Balance at the beginning (in shares) at Dec. 31, 2020

5,175,000

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

(1,582,660)

$ 518

6,586,963

(1,587,660)

5,000,006

Balance at the beginning at Mar. 31, 2021

5,175,000

$ 518

5,153,081

(153,766)

5,000,003

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

5,175,000

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

Change in value of Class A ordinary shares subject to redemption

1,433,882

1,433,897

(1,433,894)

$ 518

$ 6,586,963

$ (1,587,660)

$ 5,000,006

5,175,000

[1]

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

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

STATEMENT OF CASH FLOWS - USD ($)	1 Months Ended	6 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Dec. 31, 2020	Jun. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (5,000)	$ (1,582,660)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation costs through issuance of Class B ordinary shares		11,833
Payment of formation costs through issuance of Class B ordinary shares	5,000
Changes in operating assets and liabilities:
Prepaid expenses		(491,297)
Accrued expenses		1,350,095
Net cash used in operating activities	0	(735,695)
Cash Flows from Investing Activities:
Net cash used in investing activities		(207,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		202,860,000
Proceeds from promissory note - related party	38,375	32,759
Payment of offering costs	(38,375)	(478,018)
Net cash provided by (used in) financing activities	0	208,483,607
Net Change in Cash	0	747,912
Cash - Beginning	0	0
Cash - Ending	0	747,912
Non-cash investing and financing activities:
Offering costs included in accrued offering costs	246,037	7,515
Initial classification of ordinary shares subject to possible redemption		196,231,090
Change in value of ordinary shares subject to possible redemption		(1,582,664)
Deferred offering costs paid by Sponsor in exchange for the issuance of common stock		$ 7,245,000
Deferred offering costs paid by Sponsor in exchange for the issuance of common stock	$ 20,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

HealthCor Catalio Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 18, 2020. 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 (“Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, our focus is on the healthcare industry in the United States and other developed countries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from November 18, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. 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 January 26, 2021. On January 29, 2021, the Company consummated the Initial Public Offering of 20,700,000 Class A ordinary shares (the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 2,700,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $207,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 614,000 shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to HC Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,140,000, which is described in Note 4

Transaction costs amounted to $11,928,907, consisting of $4,140,000 of underwriting fees, $7,245,000 of deferred underwriting fees and $543,907 of other offering costs.

Following the closing of the Initial Public Offering on January 29, 2021, an amount of $207,000,000 ($10.00 per Public Shares) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its 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. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including 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 Company will not be permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income taxes, if any, until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of the public shares if the Company has not consummated an initial business combination within 24 months from the closing of our initial public offering, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company's amended and restated memorandum and articles of association (A) that would modify the substance or timing of its obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Company's initial business combination or to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity. Based on current interest rates, the Company expects that interest income earned on the trust account (if any) will be sufficient to pay its income taxes.

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 its public shareholders.

If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), its Private Placement Shares (as defined in Note 5), and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide 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 shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity,

unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until January 29, 2023 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a 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 no more than 10 business days thereafter, redeem 100% of the outstanding 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), 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 liquidation distributions, if any), and (ii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquired Public Shares in or will acquire after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account 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 Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00).

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 (1) $10.00 per Public Share or (2) 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 trust assets, in each case net of the amount of 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 nor will it apply 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, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Management's Plan

Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company's liquidity and financial condition and determined that sufficient capital exists to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements and therefore substantial doubt has been alleviated.

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 the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

HealthCor Catalio Acquisition Corp. (“HealthCor” or the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 18, 2020. 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 (“Business Combination”).

As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target for a Business Combination. 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.

Transaction costs amounted to $11,928,907, consisting of $4,140,000 of underwriting fees, $7,245,000 of deferred underwriting fees and $543,907 of other offering costs.

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. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including 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 Company will not be permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income taxes, if any, until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of the public shares if the Company has not consummated an initial business combination within January 29, 2023, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company's amended and restated memorandum and articles of association (A) that would modify the substance or timing of its obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Company's initial business combination or to redeem 100% of the public shares if the Company does not complete its initial business combination within January 29, 2023 or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity. Based on current interest rates, the Company expects that interest income earned on the trust account (if any) will be sufficient to pay its income taxes.

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 its public shareholders.

Risks and Uncertainties

Liquidity and Capital Resources

As of June 30, 2021, the Company held $747,912 in cash outside of the Trust Account and had a working capital deficit of approximately $118,000. The deficit was primarily due to legal accruals of $1.3 million of which approximately $855,000 are contingent upon and will be paid through the consummation of the initial business combination along with other contingent deal costs. On August 18, 2021, the Sponsor agreed to provide loans of up to an aggregate $300,000 to the Company through August 18, 2022 if funds are needed by the Company upon request. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination. The Sponsor understands that if the Company does not consummate a business combination (as described in the Company’s prospectus, dated January 26, 2021), all amounts loaned to the Company hereunder will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Company's initial public offering.

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 an initial business combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, performing due diligence on prospective target businesses, and structuring, negotiating and consummating the initial business combination.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s 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 expenses during the reporting period.

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

Deferred Offering Costs

Deferred offering costs consisted of legal, accounting and other expenses incurred through the balance sheet date that were directly related to the Initial Public Offering. On January 29, 2021, offering costs amounting to $11,928,907 were charged to Shareholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of December 31, 2020, there were $304,412 of deferred offering costs recorded in the accompanying balance sheet.

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. 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 December 31, 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. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Loss Per Ordinary Share

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 675,000 Class B ordinary shares that are subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriter (see Note 5). At December 31, 2020, the Company did not have any 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 loss per share is the same as basic loss per share for the period presented.

Fair Value of Financial Instruments

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

Recent Accounting Standards

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 29th, 2021. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Emerging Growth Company

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

requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Use of Estimates

The preparation of the condensed financial statements in conformity with U.S. 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 expenses during the reporting period.

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. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

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 balance sheet and adjusted for the amortization or accretion of premiums or discounts.

Class A Ordinary shares subject to possible redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheets.

Income Taxes

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. 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 and December 31, 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.

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company’s statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, net of applicable franchise and income taxes, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

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


	For the		For the
	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	6,957	$	11,127
Unrealized gain on marketable securities held in Trust Account		—		—
Net Income allocable to shares subject to redemption	$	6,957	$	11,127
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		19,607,812		19,613,951
Basic and diluted net income per share	$	0.00	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(1,433,894)	$	(1,582,660)
Less: Net income allocable to Ordinary shares subject to possible redemption		6,957		11,127
Non-Redeemable Net Loss	$	(1,440,851)	$	(1,593,787)
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding		6,881,188		6,494,516
Basic and diluted net loss per share	$	(0.21)	$	(0.25)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

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

Recent Accounting Standards

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

RELATED PARTY TRANSACTIONS

1 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On November 24, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 4,312,500 shares of Class B ordinary shares (the “Founder Shares”). In December 2020, our sponsor transferred 35,000 Class B ordinary shares to each of Dr. Wolfgang and Mr. Weinstein for their service as independent directors. In January 2021, our sponsor transferred 35,000 Class B ordinary shares to Mr. Harris for his service as an independent director. On January 26, 2021, the Company effected a share capitalization pursuant to which we issued 862,500 additional Class B ordinary shares, resulting in its initial shareholders holding 5,175,000 Class B ordinary shares. The Founder Shares included an aggregate of up to 675,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares (excluding the Private Placement Shares and assuming the initial shareholders do not purchase any Public Shares in the Initial Public Offering) upon the completion of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The Sponsor, initial shareholders, and independent directors (disclosed above) have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; or (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization 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.

Administrative Services Agreement

The Company entered into an agreement, commencing on January 26, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative services.

Promissory Note — Related Party

On November 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2021 or (i) the consummation of the Initial Public Offering. As of December 31, 2020, there was $38,375 in borrowings outstanding under the Promissory Note. The balance of the Promissory Note was repaid in February 2021.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares.

Forward Purchase Arrangement

The Sponsor has indicated an interest to purchase up to an aggregate of $25 million of the Company’s Class A ordinary shares in a private placement that would occur concurrently with the consummation of the initial Business Combination. However, because indications of interest are not binding agreements or commitments to purchase, the Sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, the Company is not under any obligation to sell any such shares.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Note—Related Party

On November 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (i) the consummation of the Initial Public Offering. As of December 31, 2020, there was $38,375 in borrowings outstanding under the Promissory Note. The balance of the Promissory Note was repaid in February 2021.

Related Party Loans

outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares.

Forward Purchase Arrangement

SUBSEQUENT EVENTS

1 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 8 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

On July 7, 2021, the Company entered into a business combination agreement with Optimus Merger Sub I, Inc., a wholly owned subsidiary of HealthCor (“Merger Sub I”), Optimus Merger Sub II, Inc., a wholly owned subsidiary of HealthCor (“Merger Sub II”), Hyperfine, Inc. (“Hyperfine”) and Liminal Sciences, Inc. (“Liminal”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (collectively, the “Business Combination”) were unanimously approved by the boards of directors of each of HealthCor, Hyperfine and Liminal on July 7, 2021. Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, HealthCor will domesticate as a Delaware corporation (the “Domestication”) and will be renamed Hyperfine, Inc. (referred to herein as “New Hyperfine”), Merger Sub I will merge with and into Hyperfine (the “Hyperfine Merger”), with Hyperfine surviving the Hyperfine Merger as a wholly owned subsidiary of New Hyperfine, and Merger Sub II will merge with and into Liminal (the “Liminal Merger” and, together with the Hyperfine Merger, the “Mergers”), with Liminal surviving the Liminal Merger as a wholly owned subsidiary of New Hyperfine.

The Business Combination Agreement provides that, among other things, prior to the effective time of the Mergers (the “Effective Time”) and in connection with the Domestication, (i) the Class A ordinary shares of HealthCor, issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class A common stock of New Hyperfine (the “New Hyperfine Class A common stock”) and (ii) the Class B ordinary shares of HealthCor (the “Class B ordinary shares”), issued and outstanding immediately prior to the Domestication will convert into an equal number of shares of Class B common stock of New Hyperfine (the “New Hyperfine Class B common stock”). Immediately following the Domestication, the shares of New Hyperfine Class B common stock will convert into shares of New Hyperfine Class A common stock (the “Conversion”). New Hyperfine Class A common stock will carry one vote per share and, following the Conversion, New Hyperfine Class B common stock will carry 20 votes per share. The New Hyperfine Class B common stock will have the same economic terms as the New Hyperfine Class A common stock, but will be subject to a “sunset” provision if Dr. Jonathan M. Rothberg, the founder and Executive Vice Chairman of Hyperfine and founder and Executive Chairman of Liminal (“Dr. Rothberg”), and other permitted holders of New Hyperfine Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of New Hyperfine Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the New Hyperfine Class B common stock) collectively held by Dr. Rothberg and permitted transferees of New Hyperfine Class B common stock as of the Effective Time.

As a consequence of the Mergers, at the Effective Time, (i) (a) each share of Hyperfine capital stock (other than shares of Hyperfine Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class A common stock equal to the Hyperfine Exchange Ratio (as defined in the Business Combination Agreement); and (b) each share of Liminal capital stock (other than shares of Liminal Series A-1 preferred stock) issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class A common stock equal to the Liminal Exchange Ratio (as defined in the Business Combination Agreement); and (ii) (a) each share of Hyperfine Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class B common stock equal to the Hyperfine Exchange Ratio and (b) each share of Liminal Series A-1 preferred stock issued and outstanding as of immediately prior to the Effective Time will be automatically cancelled and extinguished and converted into the right to receive the number of shares of New Hyperfine Class B common stock equal to the Liminal Exchange Ratio; (iii) each option to purchase shares of Hyperfine or Liminal common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Hyperfine and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Hyperfine Class A common stock equal to the number of shares of Hyperfine or Liminal common stock subject to such option immediately prior to the Effective Time multiplied by the Hyperfine Exchange Ratio or the Liminal Exchange Ratio, as applicable, and rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Hyperfine Exchange Ratio or the Liminal Exchange Ratio, as applicable, and rounded up to the nearest whole cent; and (iv) each Hyperfine and Liminal restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Hyperfine and will automatically become a restricted stock unit with respect to a number of shares of New Hyperfine Class A common stock, rounded down to the nearest whole share, equal to the number of shares of Hyperfine or Liminal common stock subject to such Hyperfine or Liminal restricted stock unit immediately prior to the Effective Time multiplied by Hyperfine Exchange Ratio or Liminal Exchange Ratio, as applicable. The aggregate number of shares of New Hyperfine capital stock a holder of Hyperfine or Liminal capital stock is entitled to receive as a result of the events described in clauses (i) and (ii) of the preceding sentence will be rounded down to the nearest whole number of shares.

In addition to the consideration to be paid at the closing of the Business Combination, holders of Hyperfine or Liminal common stock (on a fully-diluted and as-converted to common stock basis) will be entitled to receive 10,000,000 shares of New Hyperfine Class A common stock (valued at $10.00 per share) if the closing price of shares of New Hyperfine Class A common stock is equal to or greater than $15.00 for a period of at least 20 days out of 30 consecutive trading days during the period between the Closing Date and the third anniversary of the Closing Date.

Concurrently with the execution of the Business Combination Agreement, HealthCor has entered into the subscription agreements, dated as of July 7, 2021 (the “Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HealthCor has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 12,610,000 shares of New Hyperfine Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $126.1 million. The shares of New Hyperfine Class A common stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Under the Subscription Agreements, HealthCor has agreed that the PIPE Investors will have certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

Concurrently with the execution of the Business Combination Agreement, HC Sponsor LLC (the “Sponsor”), Joseph Healey, Michael Weinstein, Christopher Wolfgang, Taylor Harris, HealthCor, Hyperfine and Liminal entered into a sponsor letter agreement, dated as of July 7, 2021 (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and each other holder of HealthCor Class B ordinary shares has agreed to, among other things, (i) vote in favor of the transaction proposals (including the proposal to approve the Business Combination Agreement and the related transactions contemplated therein) at the Special Meeting, (ii) be bound by and subject to certain other covenants and agreements of the Business Combination Agreement, as if they were directly party thereto, (iii) waive any adjustment to the conversion ratio set forth in the governing documents of HealthCor or any other anti-dilution or similar protection with respect to the HealthCor Class B ordinary shares (whether resulting from the transactions contemplated by the Business Combination Agreement, the Subscription Agreements or otherwise), (iv) not redeem or otherwise exercise any right to redeem any of his, her or its HealthCor equity securities; and (v) be bound by certain transfer restrictions with respect to his, her or its HealthCor equity securities prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

On July 8, 2021, Dr. Jonathan M. Rothberg and certain stockholders of Hyperfine and Liminal affiliated with Dr. Rothberg (collectively, the “supporting Hyperfine stockholders”) entered into a Transaction Support Agreement (the “Transaction Support Agreement”), with HealthCor Catalio Acquisition Corp. Under the Transaction Support Agreement, each supporting Hyperfine stockholder agreed, among other things, to (i) execute and deliver to Hyperfine, Liminal and HealthCor, as promptly as reasonably practicable (and in any event within two business days) following the time at which the Registration Statement on Form S-4 (the “Registration Statement”) filed in connection with the Business Combination Agreement, dated as of July 7, 2021, by and among HealthCor, Optimus Merger Sub I, Inc., Optimus Merger Sub II, Inc., Hyperfine and Liminal and the transactions contemplated thereby is declared effective under the Securities Act of 1933, as amended (the “Securities Act”), written consents of the Hyperfine stockholders and the Liminal stockholders, respectively, sufficient to approve the Business Combination Agreement, the related documents and the transactions contemplated thereby (including the Business Combination) and (ii) be bound by certain other covenants and agreements related to the Business Combination. The shares of Hyperfine and Liminal capital stock that are owned by the supporting Hyperfine stockholders and subject to the Transaction Support Agreement represent over 74% of the aggregate outstanding voting power of Hyperfine common stock and preferred stock (on an as-converted basis) and over 95% of the aggregate outstanding voting power of Liminal common stock and preferred stock (on an as-converted basis). In addition, the Transaction Support Agreement prohibits the supporting Hyperfine stockholders from engaging in activities that have the effect of soliciting a competing acquisition proposal.

On August 18, 2021, the Sponsor agreed to provide loans of up to an aggregate of $300,000 to the Company through August 18, 2022 if funds are needed by the Company upon request. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination. The Sponsor understands that if the Company does not consummate a business combination (as described in the Company’s prospectus, dated January 26, 2021), all amounts loaned to the Company hereunder will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the Company’s initial public offering.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

1 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Cash and Cash Equivalents

Basis of Presentation

Emerging Growth Company

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

requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Use of Estimates

Marketable Securities Held in Trust Account

Class A Ordinary shares subject to possible redemption

Deferred Offering Costs

Income Taxes

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. 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 and December 31, 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.

Net Loss Per Ordinary Share

Net Income (Loss) Per Share

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


	For the		For the
	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	6,957	$	11,127
Unrealized gain on marketable securities held in Trust Account		—		—
Net Income allocable to shares subject to redemption	$	6,957	$	11,127
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		19,607,812		19,613,951
Basic and diluted net income per share	$	0.00	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(1,433,894)	$	(1,582,660)
Less: Net income allocable to Ordinary shares subject to possible redemption		6,957		11,127
Non-Redeemable Net Loss	$	(1,440,851)	$	(1,593,787)
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding		6,881,188		6,494,516
Basic and diluted net loss per share	$	(0.21)	$	(0.25)

Concentration of Credit Risk

Fair Value of Financial Instruments

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

Recent Accounting Standards

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

Recent Accounting Standards

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			1 Months Ended	6 Months Ended
	Jan. 29, 2021 USD ($) $ / shares shares	Nov. 18, 2020 item	Dec. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Aug. 18, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of private placement units				$ 6,140,000
Transaction Costs			$ 11,928,907	11,928,907
Underwriting fees			4,140,000	4,140,000
Deferred underwriting fee payable			7,245,000	7,245,000
Other offering costs			$ 543,907	543,907
Condition for future business combination number of businesses minimum \| item		1
Payments for investment of cash in Trust Account				$ 207,000,000
Condition for future business combination use of proceeds percentage			80	80
Obligation to redeem public shares if entity does not complete a business combination (as a percent)				100.00%
Condition for future business combination threshold percentage ownership			50	50
Condition for future business combination threshold net tangible assets			$ 5,000,001	$ 5,000,001
Redemption limit percentage without prior consent			15	15
Months to complete acquisition			24 months
Redemption period upon closure			10 days	10 days
Maximum allowed dissolution expenses			$ 100,000	$ 100,000
Cash held outside the Trust Account				747,912
Working capital deficit				118,000
Legal accruals				1,300,000
Contingent payment				$ 855,000
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Transaction Costs	$ 11,928,907
Subsequent Event \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Maximum amount agreed to provide loans					$ 300,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100.00%
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	20,700,000			20,700,000
Purchase price, per unit \| $ / shares	$ 10.00		$ 10.00	$ 10.00
Proceeds from issuance initial public offering	$ 207,000,000
Payments for investment of cash in Trust Account	$ 207,000,000
Initial Public Offering \| Public Warrants \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	20,700,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering	$ 207,000,000
Payments for investment of cash in Trust Account	$ 207,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of private placement units			$ 4,410,000	$ 4,410,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants (in shares) \| shares			614,000	614,000
Price of warrant \| $ / shares			$ 10.00	$ 10.00
Proceeds from sale of private placement units			$ 6,140,000	$ 6,140,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	2,700,000			2,700,000
Purchase price, per unit \| $ / shares	$ 10.00
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants (in shares) \| shares				614,000
Price of warrant \| $ / shares				$ 10.00
Proceeds from sale of private placement units				$ 6,140,000
Over-allotment option \| Public Warrants \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	2,700,000
Purchase price, per unit \| $ / shares	$ 10.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		1 Months Ended	6 Months Ended
	Nov. 30, 2020	Dec. 31, 2020	Jun. 30, 2021	Jan. 29, 2021
Unrecognized tax benefits		$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties		0	$ 0
Income tax expense	$ 0	0
Purchase of aggregate shares			250,000
Offering cost charged to Shareholders? equity upon the completion of the Initial Public Offering		11,928,907	$ 11,928,907
Deferred offering costs		$ 304,412
Subsequent Event
Offering cost charged to Shareholders? equity upon the completion of the Initial Public Offering				$ 11,928,907
Class B Ordinary Shares \| Sponsor
Shares subject to forfeiture		675,000

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)			1 Months Ended				3 Months Ended	6 Months Ended	12 Months Ended
	Jan. 26, 2021	Nov. 24, 2020	Jan. 31, 2021	Dec. 31, 2020	Dec. 31, 2020	Oct. 31, 2020	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Aggregate purchase price					$ 25,000		$ 6,140,000
Wolfgang
Related Party Transaction [Line Items]
Number of shares transferred (in shares)				35,000					35,000
Weinstein
Related Party Transaction [Line Items]
Number of shares transferred (in shares)				35,000
Harris
Related Party Transaction [Line Items]
Number of shares transferred (in shares)			35,000
Class B Ordinary Shares
Related Party Transaction [Line Items]
Number of shares issued	862,500				5,175,000
Aggregate purchase price					$ 518
Initial shareholders holding	5,175,000
Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price		$ 25,000
Sponsor \| Class B Ordinary Shares
Related Party Transaction [Line Items]
Number of shares issued		4,312,500
Shares subject to forfeiture				675,000	675,000				675,000
Founder shares \| Sponsor \| Class B Ordinary Shares
Related Party Transaction [Line Items]
Shares subject to forfeiture		675,000		0	0	675,000		0	0
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%				20.00%
Restrictions on transfer period of time after business combination completion					1 year			1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)					$ 12.00			$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					20 days			20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination					30 days			30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days			150 days

SHAREHOLDERS' EQUITY - Common Stock Shares (Details)	1 Months Ended	6 Months Ended
SHAREHOLDERS' EQUITY - Common Stock Shares (Details)	Dec. 31, 2020 Vote $ / shares shares	Jun. 30, 2021 Vote $ / shares shares	Jan. 26, 2021 shares
Class of Stock [Line Items]
Ratio to be applied to the stock in the conversion	20.00%
Class A Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1	1
Common shares, shares issued (in shares)	0	1,850,270
Common shares, shares outstanding	0	1,850,270
Class A Ordinary Shares Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, issued (in shares)	0	19,463,730
Class A common stock subject to possible redemption, outstanding (in shares)	0	19,463,730
Class B Ordinary Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	50,000,000	50,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1	1
Common shares, shares issued (in shares)	5,175,000	5,175,000
Common shares, shares outstanding	5,175,000	5,175,000	5,175,000
Ratio to be applied to the stock in the conversion		20.00%

BALANCE SHEET - USD ($)

Jun. 30, 2021

Mar. 31, 2021

Dec. 31, 2020

Nov. 17, 2020

Current assets

Cash

$ 747,912

Prepaid expenses

491,297

Total Current Assets

1,239,209

Deferred offering costs

$ 304,412

Marketable securities held in Trust Account

207,011,833

TOTAL ASSETS

208,251,042

304,412

Accounts payable and accrued expenses

1,350,095

Accrued offering costs

7,515

246,037

Promissory note - related party

38,375

Total Current Liabilities

1,357,610

284,412

TOTAL LIABILITIES

8,602,610

284,412

Commitments and Contingencies

Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding

Additional paid-in capital

6,586,963

24,482

Accumulated deficit

(1,587,660)

(5,000)

TOTAL LIABILITIES AND SHAREHOLDER?S EQUITY

5,000,006

$ 5,000,003

20,000

$ 0

208,251,042

304,412

Class A Ordinary Shares

185

Class A Ordinary Shares Subject to Redemption

185

170

Class A ordinary shares subject to possible redemption 19,463,730 and no shares at redemption value as of June 30, 2021 and December 31, 2020, respectively

194,648,426

Class B Ordinary Shares

518

^[1]

Formation and operating costs

$ 518

$ 0

[1]

BALANCE SHEET (Parenthetical) - $ / shares		1 Months Ended	3 Months Ended
BALANCE SHEET (Parenthetical) - $ / shares	Jan. 26, 2021	Dec. 31, 2020	Mar. 31, 2021	Jun. 30, 2021
Preferred stock, par value, (per share)		$ 0.0001		$ 0.0001
Preferred stock, shares authorized		5,000,000		5,000,000
Preferred stock, shares issued		0		0
Preferred stock, shares outstanding		0		0
Class A Ordinary Shares
Common shares, par value, (per share)		$ 0.0001		$ 0.0001
Common shares, shares authorized		500,000,000		500,000,000
Common shares, shares issued		0		1,850,270
Common shares, shares outstanding		0		1,850,270
Number of shares issued			614,000
Class B Ordinary Shares
Common shares, par value, (per share)		$ 0.0001		$ 0.0001
Common shares, shares authorized		50,000,000		50,000,000
Common shares, shares issued		5,175,000		5,175,000
Common shares, shares outstanding	5,175,000	5,175,000		5,175,000
Number of shares issued	862,500	5,175,000
Class B Ordinary Shares \| Over-allotment option
Maximum shares subject to forfeiture		675,000

STATEMENT OF OPERATIONS - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Mar. 31, 2021

Jun. 30, 2021

STATEMENT OF OPERATIONS

$ 5,000

$ 1,441,293

$ 1,594,493

Loss from operations

(1,441,293)

(1,594,493)

Other income:

Loss before income taxes

(1,433,894)

(1,582,660)

Net Loss

$ (5,000)

^[1]

$ (1,433,894)

$ (148,766)

$ (1,582,660)

Weighted average shares outstanding, basic and diluted

4,500,000

^[2]

$ 0.00

[1]

[2]

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

Balance at the beginning at Nov. 17, 2020

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)

Class A Ordinary Shares

Class B Ordinary Shares

Additional Paid-in Capital

Accumulated Deficit

Over-allotment option

Total

$ 0

Balance at the beginning (in shares) at Nov. 17, 2020

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

Issuance of Class B ordinary shares to Sponsor (in shares)

$ 518

24,482

25,000

5,175,000

Balance at the end at Dec. 31, 2020

^[1]

$ 0

(5,000)

$ 518

24,482

(5,000)

20,000

Balance at the end (in shares) at Dec. 31, 2020

5,175,000

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

Issuance of Class B ordinary shares to Sponsor (in shares)

$ 61

6,139,939

6,140,000

614,000

Sale of 20,700,000 Units, net of underwriting discounts and offering expenses

$ 2,070

195,069,022

195,071,092

Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares)

20,700,000

Ordinary shares subject to redemption

$ (1,961)

(196,080,362)

(196,082,323)

Ordinary shares subject to redemption (in shares)

(19,607,812)

Balance at the end at Mar. 31, 2021

$ 0

(148,766)

$ 170

$ 518

5,153,081

(153,766)

5,000,003

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

1,706,188

5,175,000

Balance at the beginning at Dec. 31, 2020

$ 518

24,482

(5,000)

20,000

Balance at the beginning (in shares) at Dec. 31, 2020

5,175,000

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

Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares)

20,700,000

2,700,000

(1,582,660)

$ 185

$ 518

6,586,963

(1,587,660)

5,000,006

Balance at the beginning at Mar. 31, 2021

1,850,270

5,175,000

$ 170

$ 518

5,153,081

(153,766)

5,000,003

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

1,706,188

5,175,000

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

Change in value of Class A ordinary shares subject to redemption

$ 15

1,433,882

1,433,897

Change in value of Class A ordinary shares subject to redemption (in shares)

(144,082)

$ 0

(1,433,894)

$ 185

$ 518

$ 6,586,963

$ (1,587,660)

$ 5,000,006

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1,850,270

5,175,000

[1]

STATEMENT OF CASH FLOWS - USD ($)	1 Months Ended	6 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Dec. 31, 2020	Jun. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (5,000)	$ (1,582,660)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(11,833)
Payment of formation costs through issuance of Class B ordinary shares	5,000
Changes in operating assets and liabilities:
Prepaid expenses		(491,297)
Accrued expenses		1,350,095
Net cash used in operating activities	0	(735,695)
Cash Flows from Investing Activities:
Net cash used in investing activities		(207,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		202,860,000
Proceeds from promissory note - related party	38,375	32,759
Payment of offering costs	(38,375)	(478,018)
Net cash provided by (used in) financing activities	0	208,483,607
Net Change in Cash	0	747,912
Cash - Beginning	0	0
Cash - Ending	0	747,912
Non-cash investing and financing activities:
Offering costs included in accrued offering costs	246,037	7,515
Initial classification of ordinary shares subject to possible redemption		196,231,090
Change in value of ordinary shares subject to possible redemption		(1,582,664)
Deferred offering costs paid by Sponsor in exchange for the issuance of common stock		$ 7,245,000
Deferred offering costs paid by Sponsor in exchange for the issuance of common stock	$ 20,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Transaction costs amounted to $11,928,907, consisting of $4,140,000 of underwriting fees, $7,245,000 of deferred underwriting fees and $543,907 of other offering costs.

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 its public shareholders.

unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

Liquidity and Management's Plan

Risks and Uncertainties

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Transaction costs amounted to $11,928,907, consisting of $4,140,000 of underwriting fees, $7,245,000 of deferred underwriting fees and $543,907 of other offering costs.

The Company will not be permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income taxes, if any, until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of the public shares if the Company has not consummated an initial business combination within January 29, 2023, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company's amended and restated memorandum and articles of association (A) that would modify the substance or timing of its obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Company's initial business combination or to redeem 100% of the public shares if the Company does not complete its initial business combination within January 29, 2023 or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial business combination activity. Based on current interest rates, the Company expects that interest income earned on the trust account (if any) will be sufficient to pay its income taxes.

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 its public shareholders.

Risks and Uncertainties

Liquidity and Capital Resources

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Deferred Offering Costs

Income Taxes

Net Loss Per Ordinary Share

Fair Value of Financial Instruments

Recent Accounting Standards

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

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

requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Class A Ordinary shares subject to possible redemption

Income Taxes

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. 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 and December 31, 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.

Net Income (Loss) Per Share

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


	For the		For the
	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	6,957	$	11,127
Unrealized gain on marketable securities held in Trust Account		—		—
Net Income allocable to shares subject to redemption	$	6,957	$	11,127
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		19,607,812		19,613,951
Basic and diluted net income per share	$	0.00	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(1,433,894)	$	(1,582,660)
Less: Net income allocable to Ordinary shares subject to possible redemption		6,957		11,127
Non-Redeemable Net Loss	$	(1,440,851)	$	(1,593,787)
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding		6,881,188		6,494,516
Basic and diluted net loss per share	$	(0.21)	$	(0.25)

Concentration of Credit Risk

Fair Value of Financial Instruments

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

Recent Accounting Standards

RELATED PARTY TRANSACTIONS

1 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Promissory Note — Related Party

Related Party Loans

Forward Purchase Arrangement

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Note—Related Party

On November 23, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (i) the consummation of the Initial Public Offering. As of December 31, 2020, there was $38,375 in borrowings outstanding under the Promissory Note. The balance of the Promissory Note was repaid in February 2021.

Related Party Loans

Forward Purchase Arrangement

SUBSEQUENT EVENTS

1 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 8 — SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

1 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Cash and Cash Equivalents

Basis of Presentation

Emerging Growth Company

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

requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Use of Estimates

Marketable Securities Held in Trust Account

Class A Ordinary shares subject to possible redemption

Deferred Offering Costs

Income Taxes

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. 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 and December 31, 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.

Earnings Per Share, Policy [Policy Text Block]

Net Loss Per Ordinary Share

Net Income (Loss) Per Share

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


	For the		For the
	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	6,957	$	11,127
Unrealized gain on marketable securities held in Trust Account		—		—
Net Income allocable to shares subject to redemption	$	6,957	$	11,127
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		19,607,812		19,613,951
Basic and diluted net income per share	$	0.00	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(1,433,894)	$	(1,582,660)
Less: Net income allocable to Ordinary shares subject to possible redemption		6,957		11,127
Non-Redeemable Net Loss	$	(1,440,851)	$	(1,593,787)
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding		6,881,188		6,494,516
Basic and diluted net loss per share	$	(0.21)	$	(0.25)

Concentration of Credit Risk

Fair Value of Financial Instruments

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

Recent Accounting Standards

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

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2021

Reconciliation of Net Loss per Common Share


	For the		For the
	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021
Ordinary shares subject to possible redemption
Numerator: Earnings allocable to Ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	6,957	$	11,127
Unrealized gain on marketable securities held in Trust Account		—		—
Net Income allocable to shares subject to redemption	$	6,957	$	11,127
Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		19,607,812		19,613,951
Basic and diluted net income per share	$	0.00	$	0.00

Non-Redeemable Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(1,433,894)	$	(1,582,660)
Less: Net income allocable to Ordinary shares subject to possible redemption		6,957		11,127
Non-Redeemable Net Loss	$	(1,440,851)	$	(1,593,787)
Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding		6,881,188		6,494,516
Basic and diluted net loss per share	$	(0.21)	$	(0.25)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			1 Months Ended	6 Months Ended
	Jan. 29, 2021 USD ($) $ / shares shares	Nov. 18, 2020 item	Dec. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Aug. 18, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of private placement units				$ 6,140,000
Transaction Costs			$ 11,928,907	11,928,907
Underwriting fees			4,140,000	4,140,000
Deferred underwriting fee payable			7,245,000	7,245,000
Other offering costs			$ 543,907	543,907
Condition for future business combination number of businesses minimum \| item		1
Payments for investment of cash in Trust Account				$ 207,000,000
Condition for future business combination use of proceeds percentage			80	80
Obligation to redeem public shares if entity does not complete a business combination (as a percent)				100.00%
Condition for future business combination threshold percentage ownership			50	50
Condition for future business combination threshold net tangible assets			$ 5,000,001	$ 5,000,001
Redemption limit percentage without prior consent			15	15
Months to complete acquisition			24 months
Redemption period upon closure			10 days	10 days
Maximum allowed dissolution expenses			$ 100,000	$ 100,000
Cash held outside the Trust Account				747,912
Working capital deficit				118,000
Legal accruals				1,300,000
Contingent payment				$ 855,000
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Transaction Costs	$ 11,928,907
Subsequent Event \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Maximum amount agreed to provide loans					$ 300,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100.00%
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	20,700,000			20,700,000
Purchase price, per unit \| $ / shares	$ 10.00		$ 10.00	$ 10.00
Proceeds from issuance initial public offering	$ 207,000,000
Payments for investment of cash in Trust Account	$ 207,000,000
Initial Public Offering \| Public Warrants \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	20,700,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering	$ 207,000,000
Payments for investment of cash in Trust Account	$ 207,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of private placement units			$ 4,410,000	$ 4,410,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants (in shares) \| shares			614,000	614,000
Price of warrant \| $ / shares			$ 10.00	$ 10.00
Proceeds from sale of private placement units			$ 6,140,000	$ 6,140,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	2,700,000			2,700,000
Purchase price, per unit \| $ / shares	$ 10.00
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of private placement warrants (in shares) \| shares				614,000
Price of warrant \| $ / shares				$ 10.00
Proceeds from sale of private placement units				$ 6,140,000
Over-allotment option \| Public Warrants \| Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Sale of 20,700,000 Units, net of underwriting discounts and offering expenses (in shares) \| shares	2,700,000
Purchase price, per unit \| $ / shares	$ 10.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		1 Months Ended	6 Months Ended
	Nov. 30, 2020	Dec. 31, 2020	Jun. 30, 2021	Jan. 29, 2021
Unrecognized tax benefits		$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties		0	$ 0
Income tax expense	$ 0	0
Purchase of aggregate shares			250,000
Offering cost charged to Shareholders? equity upon the completion of the Initial Public Offering		11,928,907	$ 11,928,907
Deferred offering costs		$ 304,412
Subsequent Event
Offering cost charged to Shareholders? equity upon the completion of the Initial Public Offering				$ 11,928,907
Class B Ordinary Shares \| Sponsor
Shares subject to forfeiture		675,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

Dec. 31, 2020

Jun. 30, 2021

Mar. 31, 2021

Jun. 30, 2021

Numerator: Earnings allocable to Ordinary shares subject to possible redemption

Interest earned on marketable securities held in Trust Account

$ 6,957

$ 11,127

Net Income allocable to shares subject to redemption

(6,957)

(11,127)

Denominator: Weighted Average Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding

4,500,000

Basic and diluted net income per share

^[1]

$ 0.00

Less: Net income allocable to Ordinary shares subject to possible redemption

Net income(loss)

$ (5,000)

^[2]

(1,433,894)

$ (148,766)

(1,582,660)

(6,957)

(11,127)

Non-Redeemable Net Loss

(1,440,851)

$ (1,593,787)

Weighted average shares outstanding, basic and diluted

4,500,000

^[1]

$ 0.00

Class A Ordinary Shares

Class A Ordinary Shares Subject to Redemption

Net income(loss)

$ 0

Denominator: Weighted Average Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding

19,607,812

19,613,951

Basic and diluted net income per share

$ 0.00

Weighted average shares outstanding, basic and diluted

19,607,812

19,613,951

Class A Ordinary Shares Not Subject to Redemption

$ 0.00

Denominator: Weighted Average Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding

6,881,188

6,494,516

Basic and diluted net income per share

$ (0.21)

$ (0.25)

Weighted average shares outstanding, basic and diluted

6,881,188

6,494,516