Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 15, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | East Stone Acquisition Corporation | ||
Trading Symbol | ESSC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 7,168,605 | ||
Entity Public Float | $ 142,132,785 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001760683 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39233 | ||
Entity Incorporation, State or Country Code | D8 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 25 Mall Road | ||
Entity Address, Address Line Two | Suite 330 | ||
Entity Address, City or Town | Burlington | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01803 | ||
City Area Code | (781) | ||
Local Phone Number | 202-9128 | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Ordinary Shares, no par value | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York | ||
Auditor Firm ID | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Cash | $ 38,585 | $ 23,486 |
Prepaid expenses | 25,750 | 88,887 |
Total current assets | 64,335 | 112,373 |
Investments held in trust account | 33,504,825 | 138,833,973 |
TOTAL ASSETS | 33,569,160 | 138,946,346 |
Accrued expenses | 1,507,691 | 60,687 |
Promissory note payable to shareholders | 350,000 | |
Promissory note payable – related party | 200,000 | |
Extension loan from related parties | 2,760,000 | |
Total current liabilities | 4,817,691 | 60,687 |
Deferred underwriting commission | 402,500 | 402,500 |
Derivative warrant liabilities | 3,008,000 | 2,232,100 |
Derivative liabilities of forward share purchase, an option to sell 2,923,974 redeemable ordinary shares, no par value, at December 31, 2021 | 2,069,000 | |
Total Liabilities | 10,297,191 | 2,695,287 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, no par value, 3,265,105 and 13,800,000 at December 31, 2021 and December 31, 2020, respectively, at redemption value $10.26 and $10.00 per share, respectively | 33,499,977 | 138,000,000 |
Class A, B, C, D, and E Preferred Shares, no par value; unlimited shares authorized, none issued and outstanding | ||
Ordinary shares, no par value; unlimited shares authorized; | 3,838,301 | 3,838,301 |
Accumulated deficit | (14,066,309) | (5,587,242) |
Total Shareholders’ Deficit | (10,228,008) | (1,748,941) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 33,569,160 | $ 138,946,346 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Option to sell redeemable ordinary shares | 2,923,974 | |
Redeemable ordinary shares, par value (in Dollars per share) | ||
Ordinary shares, no par value (in Dollars per share) | ||
Ordinary shares, shares authorized | Unlimited | Unlimited |
Ordinary shares, shares issued | 3,903,500 | 3,903,500 |
Ordinary shares, shares outstanding | 3,903,500 | 3,903,500 |
Preferred Class A | ||
Preferred shares, no par value (in Dollars per share) | ||
Preferred shares, shares authorized | Unlimited | Unlimited |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Preferred Class B | ||
Preferred shares, no par value (in Dollars per share) | ||
Preferred shares, shares authorized | Unlimited | Unlimited |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Preferred Class C | ||
Preferred shares, no par value (in Dollars per share) | ||
Preferred shares, shares authorized | Unlimited | Unlimited |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Preferred Class D | ||
Preferred shares, no par value (in Dollars per share) | ||
Preferred shares, shares authorized | Unlimited | Unlimited |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Preferred Class E | ||
Preferred shares, no par value (in Dollars per share) | ||
Preferred shares, shares authorized | Unlimited | Unlimited |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Operating costs | $ 2,059,243 | $ 768,214 |
Loss from operations | (2,059,243) | (768,214) |
Change in fair value of derivative warrant liabilities | (775,900) | (238,872) |
Expenses of forward share purchase | (3,723,000) | |
Change in fair value of derivative forward share purchase | 1,654,000 | |
Interest earned on investments held in trust account | 13,076 | 833,973 |
Net loss | $ (4,891,067) | $ (173,113) |
Weighted average shares outstanding of redeemable ordinary shares (in Shares) | 12,876,393 | 13,800,000 |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.29) | $ (0.03) |
Weighted average shares outstanding of non-redeemable ordinary shares (in Shares) | 3,903,500 | 3,903,500 |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.29) | $ (0.03) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity - USD ($) | Ordinary Shares | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 25,000 | $ (24,345) | $ 655 |
Balance (in Shares) at Dec. 31, 2019 | 3,450,000 | ||
Sales of 13,800,000 Public Warrants, net of underwriting discount and offering expenses | $ 666,501 | 666,501 | |
Sales of 350,000 private units | $ 3,500,000 | 3,500,000 | |
Sales of 350,000 private units (in Shares) | 350,000 | ||
Excess of cash received over fair value of private units | $ (353,200) | (353,200) | |
Issuance of Representative Shares and Warrants in connection with this sale of Units | |||
Issuance of Representative Shares and Warrants in connection with this sale of Units (in Shares) | 103,500 | ||
Accretion of ordinary shares subject to redemption value | (5,389,784) | (5,389,784) | |
Net loss | (173,113) | (173,113) | |
Balance at Dec. 31, 2020 | $ 3,838,301 | (5,587,242) | (1,748,941) |
Balance (in Shares) at Dec. 31, 2020 | 3,903,500 | ||
Accretion of ordinary shares subject to redemption value | (3,588,000) | (3,588,000) | |
Net loss | (4,891,067) | (4,891,067) | |
Balance at Dec. 31, 2021 | $ 3,838,301 | $ (14,066,309) | $ (10,228,008) |
Balance (in Shares) at Dec. 31, 2021 | 3,903,500 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Sales of net of IPO expenses | $ 13,800,000 |
Sales of private units | $ 350,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (4,891,067) | $ (173,113) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | 775,900 | 238,872 |
Expenses of forward share purchase | 3,723,000 | |
Change in fair value of derivative forward share purchase | (1,654,000) | |
Interest earned on investments held in Trust Account | (13,076) | (833,973) |
Changes in operating assets and liabilities | ||
Advance from related party | 88,548 | |
Accrued expenses | 1,447,011 | 60,687 |
Prepaid expenses | 63,137 | (202,485) |
Net cash used in operating activities | (549,095) | (821,464) |
Cash Flows from Investing Activities: | ||
Withdrawal from trust account upon redemption of 10,534,895 ordinary shares | 108,102,217 | |
Investment held in trust account | (2,760,000) | (138,000,000) |
Net cash used in investing activities | 105,342,217 | (138,000,000) |
Cash Flows from Financing Activities: | ||
Redemption of 10,534,895 ordinary shares | (108,088,023) | |
Advance from related parties | (9,071) | |
Promissory notes payable to shareholders | 350,000 | (132,500) |
Promissory notes payable - related party | 200,000 | |
Proceeds from extension loans - related party | 2,760,000 | |
Proceeds from sale of 350,000 private placement units | 3,500,000 | |
Proceeds from sale of 13,800,000 units, net of underwriting discount paid | 135,987,500 | |
Offering cost | (526,246) | |
Net cash provided by (used in) financing activities | (104,778,023) | 138,819,683 |
Net Change in Cash | 15,099 | (1,781) |
Cash - Beginning of period | 23,486 | 25,267 |
Cash - End of period | 38,585 | 23,486 |
Non-Cash Investing and Financing Activities | ||
Initial classification of ordinary shares subject to possible redemption | 131,794,330 | |
Payment and advances of offering costs by related party | (494,810) | |
Deferred underwriting commissions charged to equity | $ 402,500 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Withdrawal from trust account ordinary shares | 10,534,895 | 10,534,895 |
Ordinary shares | 10,534,895 | 10,534,895 |
Proceeds from sale private placement units | 350,000 | 350,000 |
Proceeds from sale of underwriting discount paid | 13,800,000 | 13,800,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General East Stone Acquisition Corporation (“East Stone” or the “Company”) is a blank check company incorporated in the British Virgin Islands on August 9, 2018. The Company was incorporated for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses primarily operating in the financial services industry or businesses providing technological services to the financial industry, commonly known as “fintech businesses” in the regions of North America and Asia-Pacific. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering” or “IPO”), which is described below, and since the closing of IPO, the search for a target for its Business Combination and the potential acquisition, as more fully described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates income in the form of interest income from the proceeds derived from the IPO and placed in trust account (as defined below) as described below. Initial Public Offering The registration statement for the Company’s IPO was declared effective on February 19, 2020 (“Effective Date”). On February 24, 2020, the Company consummated the IPO of 13,800,000 units (the “Units” and, with respect to the ordinary shares underlying the Units sold, the “Public Shares”), including 1,800,000 Units as a result of the underwriters’ full exercise of over-allotment option, generating aggregate gross proceeds to the Company of $138,000,000. Simultaneously with the closing of the IPO, the Company consummated certain private placements of an aggregate of 350,000 Units (“Private Units”) at $10.00 per Private Unit, generating gross proceeds of $3,500,000. Pursuant to the unit subscription agreements entered into in connection with the private placements, 167,000 Private Units were purchased by the Double Ventures Holdings Limited (“Sponsor”), 108,000 Private Units were purchased by Hua Mao and Cheng Zhao (“anchor investors”) separately and not together, and 75,000 Private Units were purchased by I-Bankers Securities, Inc., the representative of the several underwriters in the IPO (“I-Bankers”). In connection with the Company’s IPO, the Company issued an aggregate of 103,500 ordinary shares of the Company (“Representative’s Shares”) to I-Bankers and its designee, of which 90,562 Representative’s Shares were issued to I-Bankers and 12,938 Representative’s Shares were issued to EarlyBird Capital, Inc. (“EarlyBird”) (see Note 7). At the closing of the IPO, the Company additionally granted to I-Bankers and its designee a total of 690,000 warrants, exercisable at $12.00 per full share (for an aggregate exercise price of $8,280,000) (“Representative’s Warrants”), of which 601,500 Representative’s Warrants were granted to I-Bankers and 88,500 Representative’s Warrants were granted to EarlyBird (see Note 7). Total offering costs amounted to $4,154,255, including value placed on the Representative’s Shares at $1,035,000, but excluding value placed Representative’s Warrants at $1,640,028 which is accounted for as derivative warrant liability on the Company’s consolidated balance sheet. Of the total $4,154,255 transactions cost, the cash transaction costs amounted to $3,083,255, of which $2,415,000 of underwriting fees, including $402,500 of deferred underwriting fees, payable at the consummation of the Business Combination (as described below), and $668,255 of other offering costs of legal, accounting and other expenses incurred through the IPO that are directly related to the IPO. All of the transaction costs were charged to the equity of the Company upon completion of IPO. Trust Account Following the closing of the IPO, a total of $138,000,000 of the net proceeds from the IPO, the sale of the Private Units and the issuance of extension loans totaling $2,760,000 were placed in a trust account (“trust account”), which is invested only in U.S. government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and which invest solely in U.S. Treasuries. Except for all interest income that may be released to the Company to pay taxes, and up to $50,000 to pay dissolution expenses, none of the funds held in the trust account will be released until the earlier of: (1) the completion of the initial Business Combination within the required time period; (2) the Company’s redemption of 100% of the outstanding Public Shares if the Company has not completed an initial Business Combination in the required time period; and (3) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally towards consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer to redeem the Public Shares 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 consummating a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the other initial shareholders (collectively, “initial shareholders”) have agreed (A) to vote their Founder Shares, shares underlying the Private Units (“private shares”) and any Public Shares held by them in favor of any proposed initial Business Combination, (B) not to propose any amendment to the Company’s memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 15 months (or up to 21 months) from the closing of the IPO or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its public shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, (C) not to redeem any shares (including the Founder Shares) and Private Units (and underlying securities) into the right to receive cash from the trust account in connection with a shareholder vote to approve the proposed initial Business Combination (or to sell any shares in a tender offer in connection with a proposed Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Company’s memorandum and articles of association relating to shareholders’ rights or pre-Business Combination activity and (D) that the Founder Shares and Private Units (and underlying securities) shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the trust account). The Company had 15 months from the closing of the IPO (or until May 24, 2021) to consummate a Business Combination (“Business Combination Date”). However, if the Company is not able to consummate a Business Combination on or before the Business Combination Date, the Company, by resolutions of the board of the Company, at the request of the initial shareholders, may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 21 months to complete a Business Combination) (the “Combination Period”), subject to the Company’s initial shareholders depositing additional funds into the trust account as set out below. Pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association and the Investment Management Trust Agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate a Business Combination to be extended, the Company’s initial shareholders and their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account up to $1,380,000 ($0.10 per share), up to an aggregate of $2,760,000 or approximately $0.20 per share, on or prior to the date of the applicable deadline, for each three month extension. In the event that the Company receives notice from the initial shareholders five days prior to the applicable deadline to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. However, the Company’s initial shareholders and their affiliates or designees are not obligated to fund the trust account to extend the time to consummate a Business Combination. On May 21, 2021, an aggregate of $1,380,000 was deposited by JHD Holdings (Cayman) Limited, a Cayman Islands company (“JHD”), into the trust account of the Company for the Company’s public shareholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its Business Combination by three months to August 24, 2021. JHD loaned the extension payment to the Company on the Sponsor’s behalf in order to support the extension, in accordance with the Business Combination Agreement (as defined below). In connection with the extension payment, the Company issued to JHD an unsecured promissory note having a principal amount equal to the amount of the extension payment. The note bears no interest and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the liquidation of the Company. On August 23, 2021, in connection with a second extension by three months to November 24, 2021, the Company issued to JHD an unsecured promissory note having a principal amount of $1,380,000. In accordance with the Business Combination Agreement, JHD loaned such amounts to the Company on the Sponsor’s behalf in order to support such extension, and caused such amounts to be deposited into our trust account. The note bears no interest and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the Company’s liquidation. On November 15, 2021, the Company filed an amendment to the definitive proxy statement to report the terms of the Backstop Arrangements described above. On November 24, 2021, the Company held a special meeting of shareholders and approved to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from November 24, 2021 to February 24, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 10,534,895 ordinary shares, of which the Company paid cash from the trust account in the aggregate amount of approximately $108.1 million (approximately $10.26 per share) to redeeming shareholders. On February 24, 2022, the Company held a special meeting of shareholders and approved to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from February 24, 2022 to August 24, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 361 ordinary shares, of which the Company paid cash from the trust account in the aggregate amount of approximately $3,704 (approximately $10.26 per share) to redeeming shareholders. If the Company is unable to complete a Business Combination by August 24, 2022 and if the Company fails to receive an extension requested by the Company’s initial shareholders by or before August 24, 2022, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to its obligations to provide for claims of creditors and the requirements of applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the trust account, each holder will receive a full pro rata portion of the amount then in the trust account plus any pro rata interest earned on the funds held in the trust account (net of any taxes payable and less up to $50,000 of interest to pay liquidation expenses). The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and private shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the trust account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be only $10.00 per share initially held in the trust account. In order to protect the amounts held in the trust account, the Sponsor and its officers 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 a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor and the officers of the Company will have to indemnify the trust account due to claims of creditors by endeavoring to vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Announcement of Business Combination Agreement On February 15, 2021, the Company entered into a letter termination agreement with Ufin Holdings Limited, a Cayman Islands exempted company (“Ufin”), Ufin Tek Limited, a British Virgin Islands business company (“Ufin Pubco”), Ufin Mergerco Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (“Ufin Merger Sub”), Xiaoma (Sherman) Lu, an individual, in the capacity as the Purchaser Representative thereunder, Yingkui Liu, in the capacity as the Seller Representative thereunder, and Ufin Investment Limited, a British Virgin Islands business company and the sole holder of Ufin’s outstanding capital shares (the “Ufin Seller”, together with the Company, Ufin, Ufin Pubco, Ufin Merger Sub, Sherman Xiaoma Lu, Yingkui Liu and Ufin Seller, the “Ufin Parties”) for a proposed business combination, as previously disclosed in the Current Report on Form 8-K of The Company, on November 9, 2020, The Company entered into that certain Amended and Restated Business Combination Agreement (the “Ufin Agreement”). In accordance with such letter agreement, upon execution and delivery of the letter agreement all of the rights and obligations of the Ufin Parties under the Ufin Agreement ceased (except for certain obligations related to publicity, confidentiality, fees and expenses, trust fund waiver, termination and general provisions) without any liability on the part of any party or any of their respective representatives. On February 16, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Navy Sail International Limited, a British Virgin Islands company (“Navy Sail”), as Purchaser Representative, JHD Technologies Limited, a Cayman Islands company (“Pubco”), Yellow River MergerCo Limited, a British Virgin Islands company and a wholly-owned subsidiary of Pubco (“Merger Sub”), JHD Holdings (Cayman) Limited, a Cayman Islands company (“JHD”), Yellow River (Cayman) Limited, a Cayman Islands company (the “Primary Seller”), and each of the holders of JHD’s capital shares that become parties to the Business Combination Agreement after the date thereof by executing and delivering to the Purchaser, Pubco and JHD a joinder agreement (each individually, a “Seller”, and collectively with the Primary Seller, the “Sellers”), and, Double Ventures Holdings Limited, a British Virgin Islands business company and the Company’s sponsor (the “Sponsor”), solely with respect to Sections 10.3 and Articles XII and XIII thereof, as applicable. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”), as a result of which, (1) the Company shall become a wholly-owned subsidiary of Pubco and (ii) each issued and outstanding security of the Company immediately prior to the Effective Time (as defined in the Business Combination Agreement) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Pubco will acquire all of the issued and outstanding capital shares of JHD from the Sellers in exchange for ordinary shares of Pubco (the “Share Exchange” and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Transactions”). The total consideration to be paid by Pubco to the Sellers for their shares of JHD, shall be an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value equal to (the “Exchange Consideration”) (i) One Billion U.S. Dollars ($1,000,000,000), plus (ii) the aggregate amount cash of JHD and its direct and indirect subsidiaries as of the Closing date, minus (iii) the aggregate indebtedness of JHD and its direct and indirect subsidiaries, and minus (iv) the amount of any unpaid transaction expenses of JHD in excess of $10,000,000 in aggregate, with each Pubco ordinary share valued at an amount equal to the price at which each Company ordinary share shall be redeemed or converted pursuant to the redemption of shares (the “Redemption Price”). The issuances of Pubco ordinary shares in connection with the Share Exchange will be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) thereof because securities of Pubco will issued to a limited number of Sellers without involving a public offering. Such issuances will also be exempted from registration in reliance upon Regulation S of the Securities Act with regard to certain Sellers receiving Pubco ordinary shares who are qualified as non-U.S. persons thereunder. The parties agreed that at or prior to the Closing, Pubco, the Seller and Continental Stock Transfer & Trust Company (or another mutually acceptable escrow agent), as escrow agent (the “Escrow Agent”), will enter into an Escrow Agreement, effective as of the Closing, in form and substance reasonably satisfactory to the Company and JHD (the “Escrow Agreement” ), pursuant to which Pubco shall cause to be delivered to the Escrow Agent a number of Exchange Shares (each valued at the Redemption Price) equal in value to ten percent (10%) of the Exchange Consideration otherwise issuable to the Sellers at the Closing (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to be held, along with any other dividends, distributions or other income on the foregoing (the “Other Escrow Property”, together with the Escrow Shares, the “Escrow Property”), in a segregated escrow account (the “Escrow Account”) and disbursed in accordance with the terms of the Business Combination Agreement and the Escrow Agreement. If and when earned, the Sellers shall be entitled to receive from Pubco, as additional consideration for the purchase of the Purchased Shares, the Earned Escrow Shares together with the Other Escrow Property. To the extent that the amount of the Earned Escrowed Shares is less than the number of Escrow Share Number (as such terms are defined below), then the amount of Escrow Shares equal to such difference will be forfeited by the Sellers and released to Pubco for cancellation along with any accrued but unpaid dividends payable in respect of such Escrow Shares. For the purposes of the calculating the Earned Escrow Shares, the following definitions shall apply: “ Earned Escrow Shares “ Earnout Target “ Earnout Year “ Escrow Share Number “ Revenue provided The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of the Company’s shareholders; (ii) expiration of any waiting period under applicable antitrust laws; (iii) no law or order preventing or prohibiting the Transactions; (iv) the Company having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any private placement financing;(v) the effectiveness of the Registration Statement; (vi) amendment by the shareholders of Pubco of Pubco’s memorandum and articles of association; (vii) receipt by JHD and the Company of evidence reasonably satisfactory to each such party that Pubco qualifies as a foreign private issuer; (viii) the election or appointment of members to Pubco’s post-closing board of directors designated by JHD and the Company; and (ix) the Pubco securities have been approved for listing on Nasdaq. In addition, unless waived by JHD, the obligations of JHD, Pubco, Merger Sub and the Sellers to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of the Company being true and correct on and as of the Closing (subject to material adverse effect); (ii) the Company having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any material adverse effect with respect to the Company since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by JHD and Pubco of a Registration Rights Agreement, providing customary registration rights to the Seller with respect to the portion of the Exchange Shares delivered to the Seller at the Closing and any Earnout Escrow Shares that are released from escrow to the Sellers (the “Seller Registration Rights Agreement”); and (v) the Company having delivered to the Sellers and JHD, evidence that is reasonably satisfactory to the Seller Representative of the amount of cash and cash equivalents, including funds remaining in the trust account (after giving effect to the completion and payment of the Redemption) and the proceeds of any PIPE investment. Unless waived by the Company, the obligations of the Company to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of JHD, Pubco and the Sellers being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) JHD, Pubco, Merger Sub and Seller having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to JHD or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by the Company of the Founders Registration Rights Agreement Amendment, each executed by Pubco; (v) receipt by the Company of share certificates and other documents evidencing the transfer of the Purchased Shares to Pubco; and (vi) receipt by the Company of the evidence of the termination of any outstanding options, warrants or other convertible securities of JHD, without any consideration or liability therefor. The Parties agree that after taking into consideration the Redemption, the trust account proceeds and the gross proceeds of any private placement, the amount of cash available to the Company should amount to One Hundred and Ten Million Dollars ($110,000,000) or more at Closing. On September 13, 2021, the parties thereto the Business Combination Agreement entered into that certain Amended and Restated Business Combination Agreement (the “Amended Agreement”), which amended and restated the Business Combination Agreement in its entirety and provides, among other things, that (a) a revised Amended and Restated Memorandum and Articles of Association of Pubco that, among other things, set forth the proposed authorized share capital of Pubco following the consummation of the Business Combination, be appended to the Business Combination Agreement; (b) the principal amount of certain convertible notes of JHD which are convertible into shares of Pubco (the “2021 Convertible Notes”) and the aggregate cash proceeds of any future equity investments in JHD during the interim period that are convertible into shares of Pubco (the “Equity Investment”) will be counted towards the Company’s minimum cash condition under the Business Combination Agreement, consistent with the characterization of these instruments as a private equity investment to purchase ordinary shares of the Company or, after the Closing, ordinary shares of Pubco, and (c) the ordinary shares of Pubco received by the Sellers, the holders of the 2021 Convertible Notes (upon conversion of such promissory notes) and the holders of any future Equity Investment will be registered for resale, along with the ordinary shares of Pubco issued to the Company’s public shareholders. The Amended Agreement also provides that the ordinary shares of Pubco to be issued to the holders of the 2021 Convertible Notes and any future Equity Instrument are not part of the Exchange Consideration being distributed to the Sellers under the Business Combination Agreement. On October 7, 2021, the parties to the Amended Agreement entered into that certain Second Amended and Restated Business Combination Agreement, pursuant to which the Amended Agreement was further amended and restated in its entirety to, among other things, (i) memorialize an agreement among the parties that the vested options in the Primary Seller previously issued to senior executives and directors of the Primary Seller would be exchanged for substitute options in Pubco exercisable into a pool of the ordinary shares, $0.0001 par value per share, of Pubco, thereby reducing the Exchange Consideration that would otherwise have been issued to the Sellers and (ii) delete the text noting that the |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated 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 Securities Exchange Commission (“SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated on consolidation. 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 auditor 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 non-binding 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 consolidated 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 revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. In these financial statements, management exercised a significant judgment in estimating the fair value of its warrant liabilities. The actual results could differ significantly from those estimates including the estimate of the fair value of its warrant liabilities. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021 and 2020, 3,265,105 and 13,800,000 shares of ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. On November 24, 2021, the Company held a special meeting of shareholders and approved to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial business combination from November 24, 2021 to February 24, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 10,534,895 ordinary shares, of which the Company paid cash from the trust account in the aggregate amount of approximately $108.1 million (approximately $10.26 per share) to redeeming shareholders. On November 12, 2021, the Company entered into certain forward share purchase agreements (the “FPA”) with Sea Otter Securities (“Sea Otter”), Stichting Juridisch Eigendom Mint Tower Arbitrage Fund (“Mint Tower”), Glazer Special Opportunity Fund I, LP (“Glazer”) and Meteora Capital Partners, LP (“Meteora” and, together with Sea Otter, Mint Tower, and Glazer, the “Backstop Investors”), which provide that such investors will not redeem 2,923,974 shares that they each hold in connection with the proposal to extend the date by which the Company has to consummate a Business Combination from November 24, 2021 to February 24, 2022 (the “February Extension”) and the proposed Merger with JHD, and instead would each either hold such shares for a period of time following the consummation of the Merger, at which time they will each have the right to sell them to East Stone at $10.41 per share, or will sell such shares on the open market during such time period at a market price of at least $10.26 per share. The Company has classified FPA as a derivative (Note 7). On November 12, 2021, the Company allocated the fair value of FPA amounting to $3,723,000 to derivative liabilities. At December 31, 2021 and 2020, the ordinary shares subject to possible redemption reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 138,000,000 Less: proceeds allocated to public warrants (690,000 ) Less: ordinary share issuance costs (4,699,784 ) Add: accretion of carrying value of redemption value 5,389,784 Ordinary shares subject to possible redemption as of December 31, 2020 138,000,000 Add: accretion of carrying value of redemption value 3,588,000 Less: redemption of ordinary shares (108,088,023 ) Ordinary shares subject to possible redemption as of December 31, 2021 $ 33,499,977 Offering Costs Total offering costs amounted to $4,154,255, including fair value placed on the Representative’s Shares and Representative’s Warrants, at $1,035,000 and $1,640,028, respectively. Of the total $4,118,255 transaction cost, the cash transaction costs amounted to $3,083,255, of which $2,415,000 was underwriting fees, including $402,500 deferred underwriting commission, payable at the consummation of the Business Combination (as described below), and $668,255 of other offering costs of legal, accounting and other expenses incurred through the IPO that are directly related to the IPO. All of the transaction costs were charged to the equity of the Company upon completion of IPO. Forward Share Purchase Agreements On November 12, 2021, the Company entered into certain forward share purchase agreements (the “FPA”) with Sea Otter Securities (“Sea Otter”), Stichting Juridisch Eigendom Mint Tower Arbitrage Fund (“Mint Tower”), Glazer Special Opportunity Fund I, LP (“Glazer”) and Meteora Capital Partners, LP (“Meteora” and, together with Sea Otter, Mint Tower, and Glazer, the “Backstop Investors”), which provide that such investors will not redeem shares that they each hold in connection with the proposal to extend the date by which the Company has to consummate a Business Combination from November 24, 2021 to February 24, 2022 (the “February Extension”) and the proposed Merger with JHD, and instead would each either hold such shares for a period of time following the consummation of the Merger, at which time they will each have the right to sell them to East Stone at $10.41 per share, or will sell such shares on the open market during such time period at a market price of at least $10.26 per share. The Company accounts for the FPA as embedded contracts to the share purchase contracts with these Backstop Investors, and classifies the FPA as a liability in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”, because the FPA embody an obligation to redeem the Company’s outstanding shares at fixed amount of cash. The Company initially measures the financial liabilities at fair value, and changes in fair value of financial liabilities are subsequently charged to the consolidated statements of operations. Income Taxes ASC Topic 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the British Virgin Islands. In accordance with British Virgin Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) initial public offering, (ii) the exercise of the over-allotment option and (iii) private placement units, since the exercise of the warrants are contingent upon the occurrence of future events. The warrants derived from the public units are exercisable to purchase 6,900,000 shares of ordinary shares and warrants derived from the private placement units are exercisable to purchase 175,000 shares of ordinary shares, together 7,075,000 in the aggregate. The Company’s consolidated statement of operations includes a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of loss per share. For the years ended December 31, 2021 and 2020, net loss per ordinary share, basic and diluted for redeemable ordinary shares, is calculated at dividing the allocated net loss for the years ended December 31, 2021 and 2020, by the weighted average number of 12,876,393 and 13,800,000 redeemable ordinary shares outstanding for the years, respectively, resulting in $(0.29) and $(0.03) net loss per ordinary share, basic and diluted. For the years ended December 31, 2021 and 2020, net loss per ordinary, basic and diluted for non-redeemable ordinary shares, is calculated by dividing the allocated net loss by the weighted average numbers of 3,903,500 and 3,903,500, respectively, non-redeemable ordinary shares outstanding for the years, resulting in $(0.29) and $(0.03) net loss per ordinary share, basic and diluted. Non-redeemable ordinary shares include the Founder Shares, Representative’s Shares and ordinary shares underlying the Private Placement Units, as these shares do not have any redemption features and do not participate in the income earned on the trust account. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investment held in trust account. Cash is maintained in accounts with financial institutions, which at times may exceed the federal depository insurance corporation limit of $250,000. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under ASC Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its IPO, the Company sold 13,800,000 Units (including underwriters’ full exercise over-allotment option 1,800,000 Unit) consisting with one ordinary share, one right (“Public Right”), and one warrant (“Public Warrant”) (see Note 3). Simultaneously with the closing of the IPO, the Company sold 350,000 Private Units (see Note 4), consisting with 350,000 ordinary shares, 350,000 warrants (“Private Warrant”) and 350,000 rights (“Private Right). As a compensation to IPO underwriters, the Company issued 690,000 Representative’s Warrants to the Company underwriters (see Note 6). The Company accounted for its Public Warrant, Public Right and Private Right as equity instruments. The Company accounted for Private Warrants and Representative Warrants as liability instruments. 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 accompanying consolidated balance sheet, primarily due to their short-term nature, other than the warrant liabilities (see Note 10). Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the consolidated statement of operations as incurred. The Company sold 350,000 Private Warrants and issued 690,000 Representative Warrants in connection to its IPO (together “Liability Warrant”) (see Note 4 and Note 6). All of the Company’s outstanding Liability Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the Warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our consolidated statement of operations. Derivative Liability of Forward Share Purchase On November 12, 2021, the Company entered into certain forward share purchase agreements (the “FPA”) with Sea Otter Securities (“Sea Otter”), Stichting Juridisch Eigendom Mint Tower Arbitrage Fund (“Mint Tower”), Glazer Special Opportunity Fund I, LP (“Glazer”) and Meteora Capital Partners, LP (“Meteora” and, together with Sea Otter, Mint Tower, and Glazer, the “Backstop Investors”), which provide that such investors will not redeem shares 2,923,974 public shares, collectively and respectively, that they each hold in connection with the proposal to extend the date by which the Company has to consummate a Business Combination from November 24, 2021 to February 24, 2022 (the “February Extension”) and the proposed Merger with JHD, and instead would each either hold such shares for a period of time following the consummation of the Merger, at which time they will each have the right to sell them to the Company at $10.41 per share, or will sell such shares on the open market during such time period at a market price of at least $10.26 per share. All of the Company’s outstanding forward share purchase is recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the forward share purchase as liabilities at fair value and adjust the instruments to fair value at each reporting period. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. There are no other ASUs being adopted. Other than the above, there are no other recently issued accounting standards which are applicable to the Company. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Proposed Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 13,800,000 Units at a purchase price of $10.00 per Unit, which includes the underwriters’ full exercise of the over-allotment option in the amount of 1,800,000 Units. Each Unit consists of one ordinary share, no par value, one right, and one redeemable warrant (each whole warrant, a “Public Warrant”). Each right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. Each Public Warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per full share (subject to certain adjustments) (see Note 8). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor, anchor investors and I-Bankers purchased an aggregate of 350,000 Private Units, of which 275,000 were purchased by the Company’s Sponsor, anchor investors and 75,000 by I-Bankers, for an aggregate purchase price of $3,500,000. Each Private Unit consists of one ordinary share (“Private Share”), one right (“Private Right”) and one warrant (“Private Warrant”). Each Private Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. Each warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per full share. The net proceeds from the private placement was added to the proceeds from the IPO being held in the trust account. If the Company does not complete a Business Combination within the Combination Period, the net proceeds from the sale of the private placement will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and Private Units and all underlying securities will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In October 2018, the Company issued 1,437,500 ordinary shares to its initial shareholders (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.017 per share. In January and February 2020, the Company effected 2 for 1 and 1.2 for 1 share dividends, respectively, for each ordinary share outstanding, resulting in the initial shareholders owning an aggregate of 3,450,000 Founder Shares. The share dividends are retroactively restated in the accompanying consolidated financial statements. Of the 3,450,000 Founder Shares, 450,000 shares were subject to forfeiture by the initial shareholders to the extent that the underwriters’ over-allotment is not exercised in full or in part. As a result of the underwriters’ election to fully exercise their over-allotment option, 450,000 Founder Shares are no longer subject to forfeiture. Additionally, subject to certain limited exceptions, the initial shareholders have agreed to escrow (and not transfer any ownership interest in) their Founder Shares, excluding any Units or shares comprising Units acquired by the initial shareholders in the offering or in the open market: (i) with respect to 50% of the Founder Shares for a period ending on the earlier of the six month anniversary of the Business Combination or the date on which the closing price of the ordinary shares exceeds $12.50 for any 20 trading days within a 30-trading day period following the closing of the Business Combination and (ii) with respect to the other 50% of the Founder Shares for a period ending on the six month anniversary of the closing of the Business Combination, unless approved by the Company’s public shareholders. However, if, after a Business Combination, there is a transaction whereby all the outstanding shares are exchanged or converted into cash (as they would be in a post-asset sale liquidation) or another issuer’s shares, then the Founder Shares (or any ordinary shares thereunder) shall be permitted to come out of escrow to participate. In addition, all initial shareholders have agreed to escrow (and not transfer any ownership interest in) their Private Units (or any securities comprising the Private Units), excluding any Units acquired by initial shareholders in the Proposed Offering or in the open market, until thirty (30) days following the closing of the Business Combination. As of November 24, 2021, the initial shareholders had transferred 135,000 founders shares to Meteora, Glazer and Mint Tower in connection to Backstop arrangement (see Note 1). Administrative Support Arrangement The Company entered into an administrative support agreement with an affiliate of the Company’s officers (the “Service Party”), commencing on February 19, 2020 through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company agreed to pay the Service Party up to a maximum of $120,000 in the aggregate for office space, utilities and secretarial and administrative services. Such administrative fee has been fully paid by the Company to Service Party as of December 31, 2021. Promissory Note — Related Party In order to finance transaction costs in connection with a Business Combination, the Sponsor, officers and directors or their respective affiliates may, but are not obligated to, provide Working Capital Loans to the Company. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. 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. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, or converted upon consummation of a Business Combination into additional Working Capital Units. The notes were non-interest bearing and were not secured. On February 23, 2021, the Company issued a promissory note for up to $500,000 in Working Capital Loans to Mr. Chunyi (Charlie) Hao, Chairman to the Company’s Board and Chief Financial Officer (“Existing Note”). On December 1, 2021, the Company has amended and restated Existing Note in its entirety effective as of the date of the note (“Amended and Restated Note”) (together “Note”). The Company promises to pay Mr. Hao the principal sum of up to Five Hundred Thousand Dollars ($500,000.00) in lawful money of the United States of America on the terms and conditions described in Amended and Restated Note. All payments on this Note shall be made by check or wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Note. As of December 31, 2021, Mr. Hao has loaned to Company $350,000. Promissory Note — Advance from Related Party On June 30, 2021, the Company issued a promissory note for up to $200,000 to Yellow River. The note was non-interest bearing and was not secured. As of December 31, 2021, the Company fully drew down the note at $200,000 to pay expense and booked as advance from related parties into the Company liabilities. As of December 31, 2021, the outstanding of the note payable was at $200,000. Related Party Extension Loans As discussed in Note 1, the Company has extended the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the initial shareholders and/or their affiliates or designees must deposit into the trust account up to an aggregate of $2,760,000 for a total of two extensions. Any such payments would be made in the form of a loan. Such loan was non-interest bearing and would be payable upon the earlier of (i) the date on which the Business Combination is consummated and (ii) the Company’s liquidation. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the trust account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. On May 21, 2021 and August 20, 2021, an aggregate of $1,380,000 and $1,380,000, respectively, was deposited in the trust account to extend the date by which the Company has to consummate a Business Combination from May 24, 2021 to August 24, 2021, and from August 24, 2021 to November 24, 2021. On November 24, 2021, the Company held a special meeting of shareholders and approved to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial business combination from November 24, 2021 to February 24, 2022. On February 24, 2022, the Company held a special meeting of shareholders and approved to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial business combination from February 24, 2022 to August 24, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risk and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, proposed business combination, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and potential target companies may defer or end discussions for a potential merger with us if COVID-19 is going on, and materially adversely affects their business operations and, therefore, the valuation of their business. The extent to which COVID-19 impacts our closing on the proposed business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an unexpectedly long period of time, our ability to consummate a Business Combination may be materially adversely affected. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into by and among the Company, the initial shareholders, anchor investors and I-Bankers on February 19, 2020, the holders of the Founder Shares, Private Units (and underlying securities), and Working Capital Units (and underlying securities) will be entitled to registration rights. The holders of a majority-in-interest of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Business Combination Marketing Agreement The Company has engaged I-Bankers as an advisor in connection with the Company’s Business Combination to assist the Company in holding meetings with the Company’s shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. Pursuant to the Company’s agreement with I-Bankers, (i) if the amount of cash held in the trust account immediately prior to the Business Combination, after redemptions, is at least 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 2.75% of the cash remaining in the trust account, (ii) if the amount of cash held in the trust account immediately prior to the Business Combination, after redemptions, is less than 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 1.375% of the gross proceeds of the IPO, and (iii) notwithstanding (i) and (ii) above, if the amount of cash held in the trust account immediately prior to the Business Combination, after redemptions, is less than $20,000,000, then the advisory fees payable to I-Bankers will be paid in a combination of cash and securities in the same proportion as the cash and securities consideration paid to the target and its shareholders in the Business Combination, provided that in no event shall the cash portion of such advisory fees be less than $1,000,000. Deferred Underwriting Commission The deferred underwriting commission of $402,500 is to be paid out of the trust account to I-Bankers and EarlyBird only on completion of the Company’s Business Combination. The deferred offering commission will be paid only upon consummation of a Business Combination. If the business combination is not consummated, such deferred offering commission will be forfeited. None of the underwriters will be entitled to any interest accrued on the deferred offering commission. Representative’s Shares On February 24, 2020, the Company issued an aggregate of 103,500 Representative’s Shares to I-Bankers and EarlyBird, in connection with their services as underwriters for the IPO. The underwriters have agreed not to transfer, assign or sell any of Representative’s Shares until the completion of the Company’s initial Business Combination. In addition, the underwriters agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination within the Combination Period. Based on the IPO price of $10.00 per Unit, the fair value of the 103,500 ordinary shares was $1,035,000, which was an expense of the IPO resulting in a charge directly to shareholders’ equity upon the completion of the IPO. Representative’s Warrants On February 24, 2020, the Company issued an aggregate of 690,000 Representative’s Warrants, exercisable at $12.00 per full share, to I-Bankers and EarlyBird, in connection with their services as underwriters for the IPO. The Representative’s Warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of the Effective Date and the closing of the Company’s initial Business Combination and terminating on the fifth anniversary of such effectiveness date. The underwriters have each agreed that neither it nor its designees will be permitted to exercise the warrants after the five year anniversary of the Effective Date. The Company accounted for the 690,000 Representative’s Warrants as an expense of the IPO resulting in a charge directly to shareholders’ equity. The fair value of Representative’s Warrants was estimated to be approximately $1,640,028 (or $2.38 per warrant) using the Black-Scholes option-pricing model. The Representative’s Warrants grant to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the Effective Date with respect to the registration under the Securities Act of the ordinary shares issuable upon exercise of the Representative’s Warrants. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions, which will be paid for by the holders themselves. The exercise price and number of ordinary shares issuable upon exercise of the Representative’s Warrants may be adjusted in certain circumstances including in the event of a share dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the Representative’s Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. On February 24, 2020, the date when the Representative Warrants were issued, the Company estimated the fair value of Representative’s Warrants to be approximately $1,640,028 (or $2.38 per warrant) using the Black-Scholes option-pricing model at the issuing time. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities and Derivative Forward Share Purchase Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE WARRANT LIABILITIES AND DERIVATIVE FORWARD SHARE PURCHASE LIABILITIES | NOTE 7. DERIVATIVE WARRANT LIABILITIES AND DERIVATIVE FORWARD SHARE PURCHASE LIABILITIES The Company accounts for the Warrants and its Forward Purchase Agreement (“FPA”) as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and FPA and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants and FPA are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants and FPA are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and execution of the FPA and as of each subsequent quarterly period end date while the Warrants and FPA are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, such warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations. The Company accounts for the Warrants and FPA in accordance with ASC 815-40 under which the Warrants and FPA do not meet the criteria for equity classification and must be recorded as derivatives. The fair value of the Public Warrants has been estimated using its quoted market price as of September 30, 2021. The fair value of the Private Placement Warrants has been estimated using the modified Black-Scholes-Merton model. The fair value of the FPA has been estimated using an adjusted net assets method. See Note 10 for further discussion of the fair value measurement. WARRANT LIABILITIES As of December 31, 2021 and 2020, the Company had 350,000 Private Warrants outstanding and 690,000 Representative Warrants outstanding. The Private Warrants and Representative Warrants are recognized as warrant liabilities and subsequently measured at fair value. The Private Warrants will be identical to the Public Warrants (see Note 10) underlying the Units being sold in the IPO, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Representative Warrants are different from Public and Private Warrants. The exercise price of Representative Warrants is $12 and is non-redeemable. Representative’s Warrants have been deemed compensation by FINRA and were subject to a lock-up period. The Company considered Representative Warrants as a liability because net cash settlement is assumed under ASC 815-40 as the Company is required to deliver registered shares to the purchasers of Representative Warrants. FORWARD SHARE PURCHASE LIABILITIES The Company has classified FPA as a derivative. This financial instrument is subject to re-measurement at each balance sheet date. With each such re-measurement, the FPA asset or liability will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statement of operations. As such, the Company recorded a $3,723,000 and $2,069,000 derivate liability related to the FPA as of November 24, 2021 and December 31, 2021, respectively, on the Company’s consolidated balance sheet. Derivative liability - forward purchase agreement at November 24, 2021 $ 3,723,000 Change in fair value of derivate instrument related to forward share purchase (1,654,000 ) Derivative liability - forward share purchase at December 31, 2021 $ 2,069,000 |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 8. SHAREHOLDERS’ EQUITY Preferred Shares Ordinary Shares On November 24, 2021, the Company held a special meeting of shareholders and approved to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from November 24, 2021 to February 24, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 10,534,895 ordinary shares, of which the Company paid cash from the trust account in the aggregate amount of approximately $108.1 million (approximately $10.26 per share) to redeeming shareholders. On February 24, 2022, the Company held a special meeting of shareholders and approved to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from February 24, 2022 to August 24, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 361 ordinary shares, of which the Company paid cash from the trust account in the aggregate amount of approximately $3,704 (approximately $10.26 per share) to redeeming shareholders. As of December 31, 2021 and 2020, there were 3,265,105 and 13,800,000 ordinary shares, respectively, subject to redemption. As of December 31, 2021 and 2020, there were 3,903,500 and 3,903,500 ordinary shares, respectively, issued and outstanding. Rights |
Warrants _ Public and Private
Warrants – Public and Private | 12 Months Ended |
Dec. 31, 2021 | |
Warrants – Public and Private [Abstract] | |
WARRANTS – PUBLIC AND PRIVATE | NOTE 9. WARRANTS – PUBLIC AND PRIVATE Warrant underlying units sold in the IPO (the “Public Warrants”) may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) twelve (12) months from the Effective Date. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Public Warrant exercise price is adjusted, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.50 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price. The Company may call the warrants for redemption (excluding the Private Warrants, any outstanding Representative’s Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third trading business day prior to the notice of redemption to warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2021 and 2020, the carrying values of prepaid expenses, accrued expenses, and loans and advances payable to related parties approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the trust account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. As noted in Note 7, the Company has concluded that its Private Warrants and Representative’s Warrants should be presented as liabilities with subsequent fair value remeasurement. Accordingly the fair value of the Private Warrants and Representative’s Warrants were classified as a Level 3 measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value of held to maturity securities as follows. Level December 31, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 33,504,825 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 627,000 Derivative Warrant Liability – Representative Warrant 3 $ 2,381,000 Derivative Liability - Forward Share Purchase 3 $ 2,069,000 Level December 31, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 138,833,973 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 466,300 Derivative Warrant Liability – Representative Warrant 3 $ 1,765,800 The fair value of the Private Warrants and Representative Warrants were estimated using Black-Scholes model for the years ended December 31, 2020 and 2021, respectively. For the years ended December 31, 2021 and 2020 on the statements of operations, the Company recognized an increase in the fair value of warrant liabilities of $775,900 and $238,872, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statement of operations. The estimated fair value of the Private Warrants and Representative Warrants is determined using Level 3 inputs. Inherent in these valuations are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical and implied volatilities of select peer companies as well as its own that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The estimated fair value of the forward share purchase is determined using Black-Scholes model for the year ended December 31, 2021. For the year ended December 31, 2021, on the consolidated statement of operations, the Company recognized a decrease in the fair value of forward share purchase of $1,654,000 from November 24, 2021 to December 31, 2021, presented as change in fair value of derivative liabilities on the accompanying consolidated statement of operations. The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: As of As of Volatility 42.22 % 39.83 % Stock price 11.82 10.06 Expected life of the warrants to convert 4.65 5.64 Risk free rate 1.25 % 0.54 % Dividend yield 0.0 % 0.0 % The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s forward share purchase liability at their measurement dates: As of As of Volatility 46.72 % 40.89 % Stock price 11.82 10.23 Expected life of the warrants to convert 0.39 0.50 Risk free rate 0.16 % 0.02 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities for the years ended December 31, 2020 and December 31, 2021 are summarized as follows: Derivative warrant liabilities at February 9, 2018 (inception) $ - Issuance of Private Warrants 353,200 Issuance of Representative Warrants 1,640,028 Change in fair value of derivative warrant liabilities 238,872 Derivative Warrant Liabilities at December 31, 2020 $ 2,232,100 Change in fair value of derivative warrant liabilities 775,900 Derivative Warrant Liabilities at December 31, 2021 $ 3,008,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. 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 available to be issued. Upon the review, the Company has identified the following subsequent events that would require proper disclosure in the financial statements. On February 10, 2022, the Company filed with the SEC its definitive proxy statement on Schedule 14A for a special meeting of shareholders to be held on February 24, 2022, which includes a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which Company has to consummate a Business Combination from February 24, 2022 to August 24, 2022. On February 24, 2022, the shareholders approved the Company extension to August 24, 2022 by approving the amendment of the Company’s Amended and Restated Memorandum and Articles of Association. On February 24, 2022, the Company did not close the business combination with JHD, therefore caused the termination of forward share purchase agreements with Backstop Investors. On February 24, 2022, the shareholders approved the Company extension to August 24, 2022 by approving the amendment of the Company’s Amended and Restated Memorandum and Articles of Association. On February 24, 2022, initial shareholders of the Company initiated a transfer of 180,000 founder shares each Meteora, Mint Tower and Sea Otter, each at 60,000 in connection to the extension from February 24, 2022 to August 24, 2022. On January 11, 2022 and January 13, 2022, our Chief Financial Officer, Mr. Chunyi (Charlie) Hao loaned to the Company $70,000 and $30,000 respectively. On January 17, February 14, March 21 and April 7, 2022, Mr. Chunyi (Charlie) Hao, our Chief Financial Officer, paid $1,765.65, $16,542.44, $46,299.74, and $61,528.65, respectively, to the Company’s vendors for services rendered. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated 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 Securities Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated on consolidation. |
Emerging Growth Company | 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 auditor 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 non-binding 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 | Use of Estimates The preparation of consolidated 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 revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. In these financial statements, management exercised a significant judgment in estimating the fair value of its warrant liabilities. The actual results could differ significantly from those estimates including the estimate of the fair value of its warrant liabilities. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021 and 2020, 3,265,105 and 13,800,000 shares of ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. On November 24, 2021, the Company held a special meeting of shareholders and approved to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial business combination from November 24, 2021 to February 24, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 10,534,895 ordinary shares, of which the Company paid cash from the trust account in the aggregate amount of approximately $108.1 million (approximately $10.26 per share) to redeeming shareholders. On November 12, 2021, the Company entered into certain forward share purchase agreements (the “FPA”) with Sea Otter Securities (“Sea Otter”), Stichting Juridisch Eigendom Mint Tower Arbitrage Fund (“Mint Tower”), Glazer Special Opportunity Fund I, LP (“Glazer”) and Meteora Capital Partners, LP (“Meteora” and, together with Sea Otter, Mint Tower, and Glazer, the “Backstop Investors”), which provide that such investors will not redeem 2,923,974 shares that they each hold in connection with the proposal to extend the date by which the Company has to consummate a Business Combination from November 24, 2021 to February 24, 2022 (the “February Extension”) and the proposed Merger with JHD, and instead would each either hold such shares for a period of time following the consummation of the Merger, at which time they will each have the right to sell them to East Stone at $10.41 per share, or will sell such shares on the open market during such time period at a market price of at least $10.26 per share. The Company has classified FPA as a derivative (Note 7). On November 12, 2021, the Company allocated the fair value of FPA amounting to $3,723,000 to derivative liabilities. At December 31, 2021 and 2020, the ordinary shares subject to possible redemption reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 138,000,000 Less: proceeds allocated to public warrants (690,000 ) Less: ordinary share issuance costs (4,699,784 ) Add: accretion of carrying value of redemption value 5,389,784 Ordinary shares subject to possible redemption as of December 31, 2020 138,000,000 Add: accretion of carrying value of redemption value 3,588,000 Less: redemption of ordinary shares (108,088,023 ) Ordinary shares subject to possible redemption as of December 31, 2021 $ 33,499,977 |
Offering Costs | Offering Costs Total offering costs amounted to $4,154,255, including fair value placed on the Representative’s Shares and Representative’s Warrants, at $1,035,000 and $1,640,028, respectively. Of the total $4,118,255 transaction cost, the cash transaction costs amounted to $3,083,255, of which $2,415,000 was underwriting fees, including $402,500 deferred underwriting commission, payable at the consummation of the Business Combination (as described below), and $668,255 of other offering costs of legal, accounting and other expenses incurred through the IPO that are directly related to the IPO. All of the transaction costs were charged to the equity of the Company upon completion of IPO. |
Forward Share Purchase Agreements | Forward Share Purchase Agreements On November 12, 2021, the Company entered into certain forward share purchase agreements (the “FPA”) with Sea Otter Securities (“Sea Otter”), Stichting Juridisch Eigendom Mint Tower Arbitrage Fund (“Mint Tower”), Glazer Special Opportunity Fund I, LP (“Glazer”) and Meteora Capital Partners, LP (“Meteora” and, together with Sea Otter, Mint Tower, and Glazer, the “Backstop Investors”), which provide that such investors will not redeem shares that they each hold in connection with the proposal to extend the date by which the Company has to consummate a Business Combination from November 24, 2021 to February 24, 2022 (the “February Extension”) and the proposed Merger with JHD, and instead would each either hold such shares for a period of time following the consummation of the Merger, at which time they will each have the right to sell them to East Stone at $10.41 per share, or will sell such shares on the open market during such time period at a market price of at least $10.26 per share. The Company accounts for the FPA as embedded contracts to the share purchase contracts with these Backstop Investors, and classifies the FPA as a liability in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”, because the FPA embody an obligation to redeem the Company’s outstanding shares at fixed amount of cash. The Company initially measures the financial liabilities at fair value, and changes in fair value of financial liabilities are subsequently charged to the consolidated statements of operations. |
Income Taxes | Income Taxes ASC Topic 740 “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the British Virgin Islands. In accordance with British Virgin Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) initial public offering, (ii) the exercise of the over-allotment option and (iii) private placement units, since the exercise of the warrants are contingent upon the occurrence of future events. The warrants derived from the public units are exercisable to purchase 6,900,000 shares of ordinary shares and warrants derived from the private placement units are exercisable to purchase 175,000 shares of ordinary shares, together 7,075,000 in the aggregate. The Company’s consolidated statement of operations includes a presentation of loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of loss per share. For the years ended December 31, 2021 and 2020, net loss per ordinary share, basic and diluted for redeemable ordinary shares, is calculated at dividing the allocated net loss for the years ended December 31, 2021 and 2020, by the weighted average number of 12,876,393 and 13,800,000 redeemable ordinary shares outstanding for the years, respectively, resulting in $(0.29) and $(0.03) net loss per ordinary share, basic and diluted. For the years ended December 31, 2021 and 2020, net loss per ordinary, basic and diluted for non-redeemable ordinary shares, is calculated by dividing the allocated net loss by the weighted average numbers of 3,903,500 and 3,903,500, respectively, non-redeemable ordinary shares outstanding for the years, resulting in $(0.29) and $(0.03) net loss per ordinary share, basic and diluted. Non-redeemable ordinary shares include the Founder Shares, Representative’s Shares and ordinary shares underlying the Private Placement Units, as these shares do not have any redemption features and do not participate in the income earned on the trust account. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and investment held in trust account. Cash is maintained in accounts with financial institutions, which at times may exceed the federal depository insurance corporation limit of $250,000. As of December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Financial Instruments | Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under ASC Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its IPO, the Company sold 13,800,000 Units (including underwriters’ full exercise over-allotment option 1,800,000 Unit) consisting with one ordinary share, one right (“Public Right”), and one warrant (“Public Warrant”) (see Note 3). Simultaneously with the closing of the IPO, the Company sold 350,000 Private Units (see Note 4), consisting with 350,000 ordinary shares, 350,000 warrants (“Private Warrant”) and 350,000 rights (“Private Right). As a compensation to IPO underwriters, the Company issued 690,000 Representative’s Warrants to the Company underwriters (see Note 6). The Company accounted for its Public Warrant, Public Right and Private Right as equity instruments. The Company accounted for Private Warrants and Representative Warrants as liability instruments. |
Fair Value of Financial Instruments | 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 accompanying consolidated balance sheet, primarily due to their short-term nature, other than the warrant liabilities (see Note 10). |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the consolidated statement of operations as incurred. The Company sold 350,000 Private Warrants and issued 690,000 Representative Warrants in connection to its IPO (together “Liability Warrant”) (see Note 4 and Note 6). All of the Company’s outstanding Liability Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the Warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our consolidated statement of operations. |
Derivative Liability of Forward Share Purchase | Derivative Liability of Forward Share Purchase On November 12, 2021, the Company entered into certain forward share purchase agreements (the “FPA”) with Sea Otter Securities (“Sea Otter”), Stichting Juridisch Eigendom Mint Tower Arbitrage Fund (“Mint Tower”), Glazer Special Opportunity Fund I, LP (“Glazer”) and Meteora Capital Partners, LP (“Meteora” and, together with Sea Otter, Mint Tower, and Glazer, the “Backstop Investors”), which provide that such investors will not redeem shares 2,923,974 public shares, collectively and respectively, that they each hold in connection with the proposal to extend the date by which the Company has to consummate a Business Combination from November 24, 2021 to February 24, 2022 (the “February Extension”) and the proposed Merger with JHD, and instead would each either hold such shares for a period of time following the consummation of the Merger, at which time they will each have the right to sell them to the Company at $10.41 per share, or will sell such shares on the open market during such time period at a market price of at least $10.26 per share. All of the Company’s outstanding forward share purchase is recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the forward share purchase as liabilities at fair value and adjust the instruments to fair value at each reporting period. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. There are no other ASUs being adopted. Other than the above, there are no other recently issued accounting standards which are applicable to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of ordinary shares reflected in balance sheets is reconciled | Gross proceeds $ 138,000,000 Less: proceeds allocated to public warrants (690,000 ) Less: ordinary share issuance costs (4,699,784 ) Add: accretion of carrying value of redemption value 5,389,784 Ordinary shares subject to possible redemption as of December 31, 2020 138,000,000 Add: accretion of carrying value of redemption value 3,588,000 Less: redemption of ordinary shares (108,088,023 ) Ordinary shares subject to possible redemption as of December 31, 2021 $ 33,499,977 |
Derivative Warrant Liabilitie_2
Derivative Warrant Liabilities and Derivative Forward Share Purchase Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of forward purchase agreement as derivative (asset) liability | Derivative liability - forward purchase agreement at November 24, 2021 $ 3,723,000 Change in fair value of derivate instrument related to forward share purchase (1,654,000 ) Derivative liability - forward share purchase at December 31, 2021 $ 2,069,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on recurring basis | Level December 31, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 33,504,825 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 627,000 Derivative Warrant Liability – Representative Warrant 3 $ 2,381,000 Derivative Liability - Forward Share Purchase 3 $ 2,069,000 Level December 31, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 138,833,973 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 466,300 Derivative Warrant Liability – Representative Warrant 3 $ 1,765,800 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | As of As of Volatility 42.22 % 39.83 % Stock price 11.82 10.06 Expected life of the warrants to convert 4.65 5.64 Risk free rate 1.25 % 0.54 % Dividend yield 0.0 % 0.0 % As of As of Volatility 46.72 % 40.89 % Stock price 11.82 10.23 Expected life of the warrants to convert 0.39 0.50 Risk free rate 0.16 % 0.02 % Dividend yield 0.0 % 0.0 % |
Schedule of change in the fair value of the derivative warrant liabilities | Derivative warrant liabilities at February 9, 2018 (inception) $ - Issuance of Private Warrants 353,200 Issuance of Representative Warrants 1,640,028 Change in fair value of derivative warrant liabilities 238,872 Derivative Warrant Liabilities at December 31, 2020 $ 2,232,100 Change in fair value of derivative warrant liabilities 775,900 Derivative Warrant Liabilities at December 31, 2021 $ 3,008,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Nov. 12, 2021 | Aug. 24, 2022 | Feb. 24, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Nov. 24, 2021 | Aug. 23, 2021 | Jun. 30, 2021 | May 21, 2021 | Feb. 24, 2020 | Feb. 24, 2022 | Dec. 31, 2021 | Oct. 07, 2021 | Aug. 20, 2021 | Feb. 23, 2021 |
Description of Organization and Business Operations (Textual) | |||||||||||||||
Gross proceeds | $ 138,000,000 | $ 138,000,000 | |||||||||||||
Sale of Stock (in Shares) | 13,800,000 | ||||||||||||||
Total offering costs | $ 4,154,255 | ||||||||||||||
Fair value amount (in Shares) | 1,640,028 | ||||||||||||||
Total transactions cost | 4,154,255 | ||||||||||||||
Cash transaction costs | $ 3,083,255 | 3,083,255 | |||||||||||||
Underwriting fees | 2,415,000 | ||||||||||||||
Deferred underwriting fees | 402,500 | 402,500 | |||||||||||||
Other offering costs | $ 668,255 | $ 668,255 | |||||||||||||
Fair market value percentage | 80.00% | ||||||||||||||
Percentage of restricted redeeming shares | 15.00% | 15.00% | |||||||||||||
Percentage of redemption of share | 100.00% | ||||||||||||||
Deposit into trust account amount | $ 1,380,000 | $ 1,380,000 | $ 1,380,000 | ||||||||||||
Trust account per share (in Dollars per share) | $ 0.1 | $ 0.1 | |||||||||||||
Business combination aggregate amount | $ 2,760,000 | ||||||||||||||
Aggregate share price (in Dollars per share) | $ 10.26 | $ 0.2 | |||||||||||||
Principal amount | $ 1,380,000 | ||||||||||||||
Cash paid aggregate amount | $ 108,100,000 | ||||||||||||||
Redemption outstanding percentage | 100.00% | ||||||||||||||
Liquidation expense | $ 50,000 | ||||||||||||||
Initially held in the trust account (in Dollars per share) | $ 10 | ||||||||||||||
Per public share (in Dollars per share) | 10 | ||||||||||||||
Value of the trust assets (in Dollars per share) | $ 10 | ||||||||||||||
Business combination agreement description | The total consideration to be paid by Pubco to the Sellers for their shares of JHD, shall be an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value equal to (the “Exchange Consideration”) (i) One Billion U.S. Dollars ($1,000,000,000), plus (ii) the aggregate amount cash of JHD and its direct and indirect subsidiaries as of the Closing date, minus (iii) the aggregate indebtedness of JHD and its direct and indirect subsidiaries, and minus (iv) the amount of any unpaid transaction expenses of JHD in excess of $10,000,000 in aggregate, with each Pubco ordinary share valued at an amount equal to the price at which each Company ordinary share shall be redeemed or converted pursuant to the redemption of shares (the “Redemption Price”). | ||||||||||||||
Bussiness exchange consideration percentage | 10.00% | ||||||||||||||
Earnout target value | $ (140,000,000) | ||||||||||||||
Net tangible asset | 5,000,001 | 5,000,001 | |||||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||
Promissory note amount. | $ 200,000 | ||||||||||||||
Converted notes price per unit. (in Dollars per share) | $ 10 | ||||||||||||||
Cash deposited in trust account | $ 1,380,000 | $ 1,380,000 | |||||||||||||
Issued price per share (in Dollars per share) | $ 0.1 | ||||||||||||||
Loan amount | 2,760,000 | 2,760,000 | |||||||||||||
Promissory note loan payable | $ 200,000 | ||||||||||||||
Aggregate amount | 200,000 | ||||||||||||||
Aggregate amount of cash | 1,654,000 | $ 108,100,000 | |||||||||||||
Founder Share (in Shares) | 133,332 | ||||||||||||||
Public shares (in Shares) | 2,923,974 | ||||||||||||||
Outstanding public share percentage | 100.00% | ||||||||||||||
Tax payable to pay liquidation expenses | $ 50,000 | $ 50,000 | |||||||||||||
Public price share (in Dollars per share) | $ 10 | ||||||||||||||
Operating bank account amount | $ 38,585 | ||||||||||||||
Working capital loans | $ 350,000 | ||||||||||||||
Trust account repay loaned description | Up to $1,500,000 of such notes may be convertible into additional Working Capital Units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 ordinary shares if $1,500,000 of notes were so converted as well as 150,000 rights to receive 15,000 shares and 150,000 warrants to purchase 75,000 shares). | ||||||||||||||
Representative's Shares [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Sale of Stock (in Shares) | 103,500 | ||||||||||||||
Total offering costs | $ 4,154,255 | ||||||||||||||
Fair value amount (in Shares) | 1,035,000 | 1,035,000 | |||||||||||||
Derivative warrant liability | $ 1,640,028 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Warrants issued (in Shares) | 690,000 | ||||||||||||||
Warrant exercise price (in Dollars per share) | $ 12 | $ 12 | |||||||||||||
Aggregate amount | $ 8,280,000 | ||||||||||||||
Fair value amount (in Shares) | 1,640,028 | ||||||||||||||
Ordinary Shares [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Aggregate shares (in Shares) | 10,534,895 | ||||||||||||||
IPO [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Sale of Stock (in Shares) | 13,800,000 | ||||||||||||||
Initial public offering description | a total of $138,000,000 of the net proceeds from the IPO, the sale of the Private Units and the issuance of extension loans totaling $2,760,000 were placed in a trust account (“trust account”), which is invested only in U.S. government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and which invest solely in U.S. Treasuries. Except for all interest income that may be released to the Company to pay taxes, and up to $50,000 to pay dissolution expenses, none of the funds held in the trust account will be released until the earlier of: (1) the completion of the initial Business Combination within the required time period; (2) the Company’s redemption of 100% of the outstanding Public Shares if the Company has not completed an initial Business Combination in the required time period; and (3) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity. | ||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Sale of Stock (in Shares) | 1,800,000 | ||||||||||||||
Sale of Stock (in Shares) | 1,800,000 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Gross proceeds | $ 3,500,000 | ||||||||||||||
Sale of Stock (in Shares) | 350,000 | ||||||||||||||
Share price per share (in Dollars per share) | 10 | $ 10 | |||||||||||||
Private placement description | The Parties agree that after taking into consideration the Redemption, the trust account proceeds and the gross proceeds of any private placement, the amount of cash available to the Company should amount to One Hundred and Ten Million Dollars ($110,000,000) or more at Closing. | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Issued price per share (in Dollars per share) | $ 10.41 | ||||||||||||||
Founder Share Transfer Agreements, description | certain of the Backstop Investors entered into the February 2022 Founder Share Transfer Agreements with the Sponsor to support a proposal for the February Extension. Pursuant to February 2022 Founder Share Transfer Agreements, such Backstop Investors agreed to not request redemption of an aggregate of up to 600,000 ordinary shares of East Stone in connection with the February Extension. In connection therewith, our sponsor agreed to transfer to such Backstop Investors an aggregate of (i) 180,000 founder shares on or prior to the February 24, 2022 special meeting of shareholders to approve the February Extension, and (ii) 60,000 founder shares for each month past May 24, 2022 that the Business Combination has not yet closed, for a total of up to 360,000 founder shares to be received by such Backstop Investors to support the February Extension. | ||||||||||||||
Forecast [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Redeem of the outstanding, percentage | 100.00% | ||||||||||||||
Business Combination [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Share price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||||
Outstanding voting percentage | 50.00% | 50.00% | |||||||||||||
Net tangible assets of business combination | $ 5,000,001 | ||||||||||||||
Aggregate share price (in Dollars per share) | $ 10.26 | ||||||||||||||
Redeem aggregate, ordinary shares (in Shares) | 10,534,895 | ||||||||||||||
Cash paid aggregate amount | $ 350,000 | $ 350,000 | |||||||||||||
Share price (in Dollars per share) | $ 10.26 | $ 10.26 | |||||||||||||
Cash deposited in trust account | $ 1,380,000 | ||||||||||||||
Issued price per share (in Dollars per share) | $ 0.1 | ||||||||||||||
Outstanding public share percentage | 100.00% | ||||||||||||||
Public price share (in Dollars per share) | $ 10 | ||||||||||||||
Business Combination [Member] | Ordinary Shares [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Redeem aggregate, ordinary shares (in Shares) | 10,534,895 | ||||||||||||||
Business Combination [Member] | Subsequent Event [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Cash paid aggregate amount | $ 3,704 | $ 3,704 | |||||||||||||
Aggregate shares (in Shares) | 361 | ||||||||||||||
Share price (in Dollars per share) | $ 10.26 | $ 10.26 | |||||||||||||
Liquidity Going Concern [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Cash and marketable securities held in trust | $ 33,504,825 | $ 33,504,825 | |||||||||||||
Double Ventures Holdings Limited [Member] | Private Placement [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Sale of Stock (in Shares) | 167,000 | ||||||||||||||
Hua Mao and Cheng Zhao [Member] | Private Placement [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Sale of Stock (in Shares) | 108,000 | ||||||||||||||
I-Bankers [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Sale of Stock (in Shares) | 75,000 | ||||||||||||||
I-Bankers [Member] | Representative's Shares [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Sale of Stock (in Shares) | 90,562 | ||||||||||||||
I-Bankers [Member] | Warrant [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Warrants issued (in Shares) | 601,500 | ||||||||||||||
EarlyBirdCapital, Inc [Member] | Representative's Shares [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Sale of Stock (in Shares) | 12,938 | ||||||||||||||
EarlyBirdCapital, Inc [Member] | Warrant [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Warrants issued (in Shares) | 88,500 | ||||||||||||||
Backstop Arrangements [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Aggregate shares (in Shares) | 974,658 | ||||||||||||||
Backstop arrangements description | On November 12, 2021, the Company entered into certain Forward Share Purchase Agreements (the “FPA”) with Sea Otter Securities (“Sea Otter”), Stichting Juridisch Eigendom Mint Tower Arbitrage Fund (“Mint Tower”), Glazer Special Opportunity Fund I, LP (“Glazer”) and Meteora Capital Partners, LP (“Meteora” and, together with Sea Otter, Mint Tower, and Glazer, the “Backstop Investors”), which provide that such investors will not redeem shares that they each hold in connection with the proposal to extend the date by which the Company has to consummate a Business Combination from November 24, 2021 to February 24, 2022 (the “February Extension”) and the proposed Merger with JHD, and instead would each either hold such shares for a period of time following the consummation of the Merger, at which time they will each have the right to sell them to East Stone at $10.41 per share, or will sell such shares on the open market during such time period at a market price of at least $10.26 per share. | ||||||||||||||
Founder Share (in Shares) | 44,444 | ||||||||||||||
Public shares (in Shares) | 324,886 | ||||||||||||||
Backstop Arrangements [Member] | Glazer’s Agreement [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Founder Share (in Shares) | 45,000 | ||||||||||||||
Backstop Arrangements [Member] | Business Combination [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Cash paid aggregate amount | $ 108,100,000 | ||||||||||||||
Chunyi Hao [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Promissory note amount. | $ 500,000 | ||||||||||||||
Trust Account [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Cash deposited in trust account | $ 1,380,000 | ||||||||||||||
Founder Share [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Founder Share (in Shares) | (1,725,000) | ||||||||||||||
Aggregate founder shares (in Shares) | 133,332 | ||||||||||||||
Merger Agreement [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Founder Share (in Shares) | 88,332 | ||||||||||||||
Founder Share Transfer Agreement [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Founder Share (in Shares) | 133,332 | ||||||||||||||
Forfeiture Shares [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Forfeiture shares (in Shares) | 1,725,000 | ||||||||||||||
Forfeiture Shares [Member] | Business Combination [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Forfeiture shares description | the Company did not have at least $100 million in cash at the Closing, with the number of such shares to be forfeit determined on a sliding scale depending upon the amount of the cash shortfall, if any, with the entire amount of the 1,725,000 shares subject to forfeiture if the Company’s cash at closing was $70 million or less. Under the terms of the Letter Agreement Amendment, the Company, the Primary Initial Shareholders, JHD Holdings Limited, Pubco and the Primary Seller have agreed that the 1,725,000 Forfeiture Shares would be exchanged for an equivalent number of Pubco ordinary shares (“Forfeiture Replacement Shares”) at the Closing and that such Forfeiture Replacement Shares would be distributed as follows: (A) 138,000 Forfeiture Replacement Shares to the Primary Seller, (B) to Glazer, Sea Otter and Mint Tower, up to 450,000 Forfeiture Replacement Shares in consideration for their having entered into the FPA and the Founder Share Transfer Agreements and (C) out of the remaining Forfeiture Replacement Shares, (i) to a shareholder of the Sponsor who is not a director or officer of the Purchaser) up to 500,000 Forfeiture Replacement Shares and (ii) to the extent of any remaining Forfeiture Replacement Shares (a) 50% to Charlie Hao and Xiaoma (Sherman) Lu and (b) 50% to the Primary Seller. | ||||||||||||||
Sponsor [Member] | |||||||||||||||
Description of Organization and Business Operations (Textual) | |||||||||||||||
Public price share (in Dollars per share) | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Nov. 12, 2021 | Nov. 24, 2021 | May 21, 2021 | Feb. 24, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Ordinary shares subject to possible redemption | 2,923,974 | 13,800,000 | 3,265,105 | |||
Ordinary shares | 10,534,895 | |||||
Trust account aggregate amount (in Dollars) | $ 108,100,000 | |||||
Per share price (in Dollars per share) | $ 10.26 | |||||
Share Price (in Dollars per share) | $ 0.1 | |||||
Derivative liabilities (in Dollars) | $ 3,723,000 | $ 3,008,000 | $ 2,232,100 | |||
Offering costs (in Dollars) | 4,154,255 | |||||
Fair value of the representative's shares (in Dollars) | 1,035,000 | |||||
Fair value of the representative's warrants (in Dollars) | 1,640,028 | |||||
Transaction costs (in Dollars) | 4,118,255 | |||||
Cash transaction cost (in Dollars) | 3,083,255 | |||||
Underwriting fees (in Dollars) | 2,415,000 | |||||
Deferred underwriting expenses (in Dollars) | 402,500 | |||||
Other offering costs (in Dollars) | $ 668,255 | |||||
East stone per share (in Dollars per share) | $ 10.41 | |||||
Price per share (in Dollars per share) | $ 10.26 | |||||
Purchase of shares | 6,900,000 | |||||
Aggregate shares | 7,075,000 | |||||
Weighted average shares outstanding of redeemable ordinary shares | 12,876,393 | 13,800,000 | ||||
Ordinary per share, basic and diluted (in Dollars per share) | $ (0.29) | $ (0.03) | ||||
Weighted average number of non- redeemable ordinary shares outstanding | 3,903,500 | 3,903,500 | ||||
Per ordinary share (in Dollars per share) | $ (0.29) | $ (0.03) | ||||
Federal depository insurance coverage (in Dollars) | $ 250,000 | |||||
Description of financial instruments | the Company sold 13,800,000 Units (including underwriters’ full exercise over-allotment option 1,800,000 Unit) consisting with one ordinary share, one right (“Public Right”), and one warrant (“Public Warrant”) (see Note 3). Simultaneously with the closing of the IPO, the Company sold 350,000 Private Units (see Note 4), consisting with 350,000 ordinary shares, 350,000 warrants (“Private Warrant”) and 350,000 rights (“Private Right). As a compensation to IPO underwriters, the Company issued 690,000 Representative’s Warrants to the Company underwriters (see Note 6). The Company accounted for its Public Warrant, Public Right and Private Right as equity instruments. The Company accounted for Private Warrants and Representative Warrants as liability instruments. | |||||
Number of purchased shares | 13,800,000 | |||||
Public shares | 2,923,974 | |||||
Per share (in Dollars per share) | $ 10.41 | $ 10 | ||||
Market price per share (in Dollars per share) | $ 10.26 | |||||
Private Warrants [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Number of purchased shares | 350,000 | |||||
Representative Warrants [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Number of purchased shares | 690,000 | |||||
Private Placement [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Purchase of shares | 175,000 | |||||
Number of purchased shares | 350,000 | |||||
Subsequent Event [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Ordinary shares | 361 | |||||
Share Price (in Dollars per share) | $ 10.41 | |||||
Market price per share (in Dollars per share) | $ 10.26 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in balance sheets is reconciled | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Schedule of ordinary shares reflected in balance sheets is reconciled [Abstract] | |
Gross proceeds | $ 138,000,000 |
Less: proceeds allocated to public warrants | (690,000) |
Less: ordinary share issuance costs | (4,699,784) |
Add: accretion of carrying value of redemption value | 5,389,784 |
Ordinary shares subject to possible redemption as of December 31, 2020 | 138,000,000 |
Add: accretion of carrying value of redemption value | $ 3,588,000 |
Less: redemption of ordinary shares (in Shares) | shares | (108,088,023) |
Ordinary shares subject to possible redemption as of December 31, 2021 | $ 33,499,977 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Nov. 12, 2021 | |
Initial Public Offering (Details) [Line Items] | ||
Sold units | 13,800,000 | |
Purchase price per unit | $ 10 | $ 10.41 |
Business combination, description | Each right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. | |
Public warrant, description | Each Public Warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per full share (subject to certain adjustments) (see Note 8). | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sold units | 1,800,000 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Private Placement (Details) [Line Items] | |
Aggregate of purchase shares | 350,000 |
Aggregate purchase price (in Dollars) | $ | $ 3,500,000 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Business combination, description | Each Private Right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of the Business Combination. Each warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per full share. |
Sponsor [Member] | Anchor Investors [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate of purchase shares | 275,000 |
I-Bankers [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate of purchase shares | 75,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 24, 2021 | Feb. 23, 2021 | Oct. 31, 2018 | Dec. 31, 2021 | Aug. 20, 2021 | Jun. 30, 2021 | May 21, 2021 | Feb. 19, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Purchase price, per share (in Dollars per share) | $ 10.26 | |||||||
Founder shares (in Shares) | 3,450,000 | |||||||
Subject to forfeiture shares (in Shares) | 450,000 | |||||||
Founder shares no longer subject to forfeiture (in Shares) | 450,000 | |||||||
Shares transferred to shareholders (in Shares) | 13,800,000 | |||||||
Promissory amount | $ 200,000 | |||||||
Pay expense | $ 200,000 | |||||||
Notes payable | 200,000 | |||||||
Cash deposited in trust account | $ 1,380,000 | $ 1,380,000 | ||||||
Mr. Chunyi Hao [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
promissory note working capital loan | $ 500,000 | |||||||
Mr. Hao [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Principal amount | (500,000) | |||||||
Loaned to company | 350,000 | |||||||
Service Party [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate for office space, utilities and secretarial and administrative services | $ 120,000 | |||||||
Affiliate [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Cash deposited in trust account | $ 2,760,000 | |||||||
Business Combination [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Business combination, description | Additionally, subject to certain limited exceptions, the initial shareholders have agreed to escrow (and not transfer any ownership interest in) their Founder Shares, excluding any Units or shares comprising Units acquired by the initial shareholders in the offering or in the open market: (i) with respect to 50% of the Founder Shares for a period ending on the earlier of the six month anniversary of the Business Combination or the date on which the closing price of the ordinary shares exceeds $12.50 for any 20 trading days within a 30-trading day period following the closing of the Business Combination and (ii) with respect to the other 50% of the Founder Shares for a period ending on the six month anniversary of the closing of the Business Combination, unless approved by the Company’s public shareholders. | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Ordinary shares, issued (in Shares) | 1,437,500 | |||||||
Aggregate purchase price | $ 25,000 | |||||||
Purchase price, per share (in Dollars per share) | $ 0.017 | |||||||
Share dividend, description | In January and February 2020, the Company effected 2 for 1 and 1.2 for 1 share dividends, respectively, for each ordinary share outstanding, resulting in the initial shareholders owning an aggregate of 3,450,000 Founder Shares. | |||||||
Meteora [Member] | Glazer [Member] | Mint Tower [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares transferred to shareholders (in Shares) | 135,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Feb. 24, 2020 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||
Deferred underwriting fees (in Dollars) | $ 402,500 | |
Fair value shares | 1,640,028 | |
Exercise warrants | 5 years | |
Fair value per warrant (in Dollars per share) | $ 2.38 | |
Representative's Shares [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Aggregate of issued shares | 103,500 | |
Share price per share (in Dollars per share) | $ 10 | |
Fair value shares | 103,500 | |
Fair value expenses of IPO (in Dollars) | $ 1,035,000 | |
Representatives Warrants [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Fair value shares | 1,640,028 | |
Warrants shares | 690,000 | |
Exercisable price (in Dollars per share) | $ 12 | |
Aggregate share issued | 690,000 | |
Fair value per warrant (in Dollars per share) | $ 2.38 | |
Minimum [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Warrants grant periods | 5 years | |
Maximum [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Warrants grant periods | 7 years | |
Business Combination [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Business combination marketing agreement, description | Pursuant to the Company’s agreement with I-Bankers, (i) if the amount of cash held in the trust account immediately prior to the Business Combination, after redemptions, is at least 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 2.75% of the cash remaining in the trust account, (ii) if the amount of cash held in the trust account immediately prior to the Business Combination, after redemptions, is less than 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 1.375% of the gross proceeds of the IPO, and (iii) notwithstanding (i) and (ii) above, if the amount of cash held in the trust account immediately prior to the Business Combination, after redemptions, is less than $20,000,000, then the advisory fees payable to I-Bankers will be paid in a combination of cash and securities in the same proportion as the cash and securities consideration paid to the target and its shareholders in the Business Combination, provided that in no event shall the cash portion of such advisory fees be less than $1,000,000. |
Derivative Warrant Liabilitie_3
Derivative Warrant Liabilities and Derivative Forward Share Purchase Liabilities (Details) - USD ($) | Nov. 12, 2021 | Dec. 31, 2021 | Nov. 24, 2021 | Dec. 31, 2020 |
Derivative Warrant Liabilities and Derivative Forward Share Purchase Liabilities (Details) [Line Items] | ||||
Public shares | 2,923,974 | |||
Per share | $ 10.41 | $ 10 | ||
Market price per share | $ 10.26 | |||
Derivative liabilities | $ 3,723,000 | $ 3,008,000 | $ 2,232,100 | |
Private Warrant [Member] | ||||
Derivative Warrant Liabilities and Derivative Forward Share Purchase Liabilities (Details) [Line Items] | ||||
Warrants outstanding | 350,000 | |||
Representative Warrant [Member] | ||||
Derivative Warrant Liabilities and Derivative Forward Share Purchase Liabilities (Details) [Line Items] | ||||
Warrants outstanding | 690,000 | |||
Exercise price | $ 12 | |||
FPA [Member] | ||||
Derivative Warrant Liabilities and Derivative Forward Share Purchase Liabilities (Details) [Line Items] | ||||
Derivative liabilities | $ 2,069,000 | $ 3,723,000 |
Derivative Warrant Liabilitie_4
Derivative Warrant Liabilities and Derivative Forward Share Purchase Liabilities (Details) - Schedule of forward purchase agreement as derivative (asset) liability | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of forward purchase agreement as derivative (asset) liability [Abstract] | |
Derivative liability - forward purchase agreement at November 24, 2021 | $ 3,723,000 |
Change in fair value of derivate instrument related to forward share purchase | (1,654,000) |
Derivative liability - forward share purchase at December 31, 2021 | $ 2,069,000 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Feb. 24, 2022 | Nov. 24, 2021 | Dec. 31, 2020 | |
Shareholders’ Equity (Details) [Line Items] | ||||
Aggregate of ordinary shares | 10,534,895 | |||
Approximate aggregate amount (in Dollars) | $ 108,100,000 | |||
Aggregate price per share (in Dollars per share) | $ 10.26 | |||
Ordinary shares subject to possible redemption | 3,265,105 | 13,800,000 | ||
Ordinary shares, shares issued | 3,903,500 | 3,903,500 | ||
Ordinary shares, shares outstanding | 3,903,500 | 3,903,500 | ||
Rights, description | Rights — Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of the Business Combination, even if the holder of such right redeemed all ordinary shares held by him, her or it in connection with the Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities. | |||
Subsequent Event [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Aggregate of ordinary shares | 361 | |||
Approximate aggregate amount (in Dollars) | $ 3,704 | |||
Aggregate price per share (in Dollars per share) | $ 10.26 |
Warrants _ Public and Private (
Warrants – Public and Private (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants – Public and Private [Abstract] | |
Effective date of registration period | 12 months |
Consummation of business combination term | 90 days |
Expire of public warrants term | 5 years |
Public and private warrants, description | The Public Warrant exercise price is adjusted, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.50 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price. |
Warrants, description | The Company may call the warrants for redemption (excluding the Private Warrants, any outstanding Representative’s Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant: ●at any time while the warrants are exercisable, ●upon not less than 30 days’ prior written notice of redemption to each warrant holder, ●if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third trading business day prior to the notice of redemption to warrant holders, and ●if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||
Fair value of warrant liabilities | $ 775,900 | $ 238,872 | |
Dividend rate anticipates remaining | zero | ||
Purchase of shares | $ 1,654,000 | $ 108,100,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on recurring basis - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Assets: | ||
Trust Account – U.S. Treasury Securities Money Market Fund | $ 33,504,825 | $ 138,833,973 |
Level 3 [Member] | ||
Liabilities: | ||
Derivative Warrant Liability – Private Warrant | 627,000 | 466,300 |
Derivative Warrant Liability – Representative Warrant | 2,381,000 | $ 1,765,800 |
Derivative Liability - Forward Share Purchase | $ 2,069,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs - $ / shares | 1 Months Ended | 12 Months Ended | |
Nov. 24, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan, Plan Assets, Level 3 Reconciliation [Line Items] | |||
Volatility | 40.89% | 46.72% | |
Stock price (in Dollars per share) | $ 10.23 | $ 11.82 | |
Expected life of the warrants to convert | 6 months | 4 months 20 days | |
Risk free rate | 0.02% | 0.16% | |
Dividend yield | 0.00% | 0.00% | |
Warrant [Member] | |||
Defined Benefit Plan, Plan Assets, Level 3 Reconciliation [Line Items] | |||
Volatility | 42.22% | 39.83% | |
Stock price (in Dollars per share) | $ 11.82 | $ 10.06 | |
Expected life of the warrants to convert | 4 years 7 months 24 days | 5 years 7 months 20 days | |
Risk free rate | 1.25% | 0.54% | |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($) | 12 Months Ended | 35 Months Ended |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of change in the fair value of the derivative warrant liabilities [Abstract] | ||
Derivative Warrant Liabilities, beginning of the period | $ 2,232,100 | |
Issuance of Private Warrants | $ 353,200 | |
Issuance of Representative Warrants (in Shares) | 1,640,028 | |
Change in fair value of derivative warrant liabilities | 775,900 | $ 238,872 |
Derivative Warrant Liabilities, ending of the period | $ 3,008,000 | $ 2,232,100 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |||||||
Feb. 24, 2022 | Apr. 07, 2022 | Mar. 21, 2022 | Feb. 14, 2022 | Jan. 17, 2022 | Jan. 13, 2022 | Jan. 11, 2022 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | ||||||||
Share issued (in Shares) | 3,450,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Share issued (in Shares) | 60,000 | |||||||
Founder Shares [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Founder shares (in Shares) | 180,000 | |||||||
Chief Financial Officer [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Company loan | $ 30,000 | $ 70,000 | ||||||
Vendors payment | $ 46,299.74 | $ 16,542.44 | $ 1,765.65 | |||||
Chief Financial Officer [Member] | Forecast [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Vendors payment | $ 61,528.65 |