Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | AGBA Acquisition Ltd |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001769624 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | D8 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 33,356 | $ 164,863 | $ 672,443 |
Prepayments | 31,695 | ||
Total current assets | 33,356 | 164,863 | 704,138 |
Cash and investments held in Trust Account | 40,989,461 | 40,441,469 | 48,249,909 |
TOTAL ASSETS | 41,022,817 | 40,606,332 | 48,954,047 |
Current liabilities: | |||
Accrued liabilities | 2,936 | 16,733 | 34,902 |
Note payable | 4,257,382 | 3,710,390 | 1,380,000 |
Amount due to related party | 1,157,787 | 952,761 | 790,122 |
Total current liabilities | 5,418,105 | 4,679,884 | 2,205,024 |
Warrant liabilities | 520,000 | 490,000 | 390,000 |
Deferred underwriting compensation | 1,840,000 | 1,840,000 | 1,840,000 |
TOTAL LIABILITIES | 7,778,105 | 7,009,884 | 4,435,024 |
Commitments and contingencies | |||
Ordinary shares, subject to possible redemption value | 40,989,461 | 40,441,469 | 46,000,000 |
Shareholders’ deficit: | |||
Ordinary shares, value | 1,375 | 1,375 | 1,375 |
Accumulated other comprehensive income | 10,173 | ||
Accumulated deficit | (7,746,124) | (6,846,396) | (1,492,525) |
Total shareholders’ deficit | (7,744,749) | (6,845,021) | (1,480,977) |
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT | $ 41,022,817 | $ 40,606,332 | $ 48,954,047 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Ordinary shares, subject to redemption share | 3,646,607 | 3,646,607 | 4,600,000 |
Ordinary shares, subject to redemption value per share (in Dollars per share) | $ 11.24 | $ 11.09 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 1,375,000 | 1,375,000 | 1,375,000 |
Ordinary shares, shares outstanding | 1,375,000 | 1,375,000 | 1,375,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
General and administrative expenses | $ (322,739) | $ (133,043) | $ (683,796) | $ (521,506) |
Total operating expenses | (322,739) | (133,043) | (683,796) | (521,506) |
Other income | ||||
Change in fair value of warrant liabilities | (30,000) | (10,000) | (100,000) | 130,000 |
Dividend income | 1,000 | 563 | 3,773 | 7,617 |
Foreign exchange gain | 159 | |||
Interest income | 3 | 10,676 | 10,707 | 346,304 |
Total other income (expense) | (28,997) | 1,239 | (85,520) | 484,080 |
Loss before income taxes | (351,736) | (131,804) | (769,316) | (37,426) |
Income taxes | ||||
NET LOSS | (351,736) | (131,804) | (769,316) | (37,426) |
Other comprehensive loss: | ||||
Change in unrealized gain on available for sale securities | (10,173) | (10,173) | (87,930) | |
COMRPEHENSIVE LOSS | $ (351,736) | $ (141,977) | $ (779,489) | $ (125,356) |
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption (in Shares) | 3,646,607 | 4,243,062 | 3,988,613 | 4,600,000 |
Basic and diluted net (loss) income per share, ordinary share subject to possible redemption (in Dollars per share) | $ (0.03) | $ 0.01 | $ 0.15 | $ (0.01) |
Basic and diluted weighted average shares outstanding, ordinary share attributable to AGBA Acquisition Limited (in Shares) | 1,375,000 | 1,375,000 | 1,375,000 | 1,375,000 |
Basic and diluted net loss per share, ordinary share attributable to AGBA Acquisition Limited (in Dollars per share) | $ (0.18) | $ (0.13) | $ (1) | $ (0.01) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit - USD ($) | Ordinary shares | Accumulated deficit | Accumulated other comprehensive income | Total |
Balance at beginning at Dec. 31, 2019 | $ 1,375 | $ (1,455,099) | $ 98,103 | $ (1,355,621) |
Balance at beginning (in Shares) at Dec. 31, 2019 | 1,375,000 | |||
Unrealized holding gain on available-for-sales securities | 258,314 | 258,314 | ||
Realized holding loss on available-for-sale securities | (346,244) | (346,244) | ||
Net loss for the period | (37,426) | (37,426) | ||
Balance at ending at Dec. 31, 2020 | $ 1,375 | (1,492,525) | 10,173 | (1,480,977) |
Balance at ending (in Shares) at Dec. 31, 2020 | 1,375,000 | |||
Accretion of carrying value to redemption value | (2,845,420) | (2,845,420) | ||
Unrealized holding gain on available-for-sales securities | 482 | 482 | ||
Realized holding loss on available-for-sale securities | (10,655) | (10,655) | ||
Net loss for the period | (131,804) | (131,804) | ||
Balance at ending at Mar. 31, 2021 | $ 1,375 | (4,469,749) | (4,468,374) | |
Balance at ending (in Shares) at Mar. 31, 2021 | 1,375,000 | |||
Balance at beginning at Dec. 31, 2020 | $ 1,375 | (1,492,525) | 10,173 | (1,480,977) |
Balance at beginning (in Shares) at Dec. 31, 2020 | 1,375,000 | |||
Accretion of carrying value to redemption value | (4,584,555) | (4,584,555) | ||
Unrealized holding gain on available-for-sales securities | 482 | 482 | ||
Realized holding loss on available-for-sale securities | (10,655) | (10,655) | ||
Net loss for the period | (769,316) | (769,316) | ||
Balance at ending at Dec. 31, 2021 | $ 1,375 | (6,846,396) | (6,845,021) | |
Balance at ending (in Shares) at Dec. 31, 2021 | 1,375,000 | |||
Accretion of carrying value to redemption value | (547,992) | (547,992) | ||
Net loss for the period | (351,736) | (351,736) | ||
Balance at ending at Mar. 31, 2022 | $ 1,375 | $ (7,746,124) | $ (7,744,749) | |
Balance at ending (in Shares) at Mar. 31, 2022 | 1,375,000 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||||
Net loss | $ (351,736) | $ (131,804) | $ (769,316) | $ (37,426) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Change in fair value of warrant liabilities | 30,000 | 10,000 | 100,000 | (130,000) |
Interest income earned in cash and investments held in trust account | (14,480) | (353,921) | ||
Interest income dividend income earned in cash and investments held in Trust Account | (1,000) | (11,239) | ||
Change in operating assets and liabilities: | ||||
Decrease in prepayments | 23,771 | |||
Decrease increase in accrued liabilities | (13,797) | (24,034) | ||
Decrease (increase) in prepayments | 31,695 | (5,679) | ||
(Decrease) increase in accrued liabilities | (18,169) | 23,147 | ||
Cash used in operating activities | (336,533) | (133,306) | (670,270) | (503,879) |
Cash flows from investing activities | ||||
Cash withdrawn from Trust Account to pay redeeming shareholders | 10,143,085 | |||
Net cash provided by investing activities | 10,143,085 | |||
Cash flows from financing activities | ||||
Advance from a related party | 205,026 | 30,871 | 162,690 | 246,987 |
Redemption of ordinary shares | (10,143,085) | |||
Net cash provided by financing activities | 205,026 | 30,871 | (9,980,395) | 246,987 |
NET CHANGE IN CASH | (131,507) | (102,435) | (507,580) | (256,892) |
Cash, beginning of period | 164,863 | 672,443 | 672,443 | 929,335 |
Cash, end of period | 33,356 | 570,008 | 164,863 | 672,443 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||||
Change in unrealized loss in Trust Account | (10,173) | (10,173) | (87,930) | |
Accretion of carrying value to redemption value | (547,992) | (4,584,555) | ||
Proceeds of promissory notes deposited in Trust Account by a founder shareholder | $ 2,330,390 | $ 1,380,000 | ||
Changes in ordinary shares subject to possible redemption | 141,977 | |||
Decrease in underwriting commission due to share redemption | 127,396 | |||
Proceeds of a promissory note deposited in Trust Account by a founder shareholder | 546,992 | 594,466 | ||
Cash payout to shareholders directly released from Trust Account due to share redemption | $ 6,680,520 |
Organization and Business Backg
Organization and Business Background | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization and Business Background [Abstract] | ||
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 — ORGANIZATION AND BUSINESS BACKGROUND AGBA Acquisition Limited (“AGBA” and the “Company”) is a newly organized blank check company incorporated on October 8, 2018, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (an “initial business combination”). Although the Company is not limited to a particular geographic region, the Company intends to focus on operating businesses in the healthcare, education, entertainment and financial services sectors that have their principal operations in China. AGBA Merger Sub I Limited (“AMSI”) is a company incorporated on November 26, 2021, under the laws of the British Virgin Island for the purpose of effecting the business combination. AMSI is wholly owned by AGBA. AGBA Merger Sub II Limited (“AMSII”) is a company incorporated on November 26, 2021, under the laws of the British Virgin Island for the purpose of effecting the business combination. AMSII is wholly owned by AGBA. All activities through March 31, 2022 relates to the Company’s formation, completion of its initial public offering which occurred on May 16, 2019 and negotiation and consummation of the proposed business combination with TAG Holdings Limited (“TAG.”) The Company will not generate any operating revenues until after the completion of a business combination, at the earliest. The Company generates non -operating The Company has selected December 31 as its fiscal year end and tax year end. The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Financing The registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 4, “IPO”) was declared effective by the United States Securities and Exchange Commission (“SEC”) on May 13, 2019. The Company consummated the Public Offering on May 16, 2019 of 4,600,000 units at $10.00 per unit (the “Public Units”) and sold to the sponsor to purchase 225,000 units at $10 per unit (the “Private Units”). The Company received net proceeds of $46,716,219. The Company incurred $2,559,729 in initial public offering related costs, including $2,175,948 of underwriting fees and $383,781 of initial public offering costs. Trust Account Upon the closing of the Public Offering and the private placement, $46,000,000 was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 Business Combination Pursuant to Nasdaq listing rules, the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the Trust Account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post -transaction -transaction As set forth in the memorandum of association, the objects for which are established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law or as the same may be revised from time to time, or any other law of the British Virgin Islands. The Company’s amended and restated memorandum and articles of association contains provisions designed to provide certain rights and protections to its ordinary shareholders prior to the consummation of the initial business combination. These provisions cannot be amended without the approval of 65% (or 50% if approved in connection with the initial business combination) of the Company’s outstanding ordinary shares attending and voting on such amendment. Since inception, the Company has sought to amend provisions of the amended and restated memorandum and articles of association relating to shareholders’ rights three times (at the February 5, 2021, November 2, 2021 and May 3 2022 The Company will either seek shareholder approval of any business combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a business combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination and, solely if shareholder approval is sought, a majority of the outstanding ordinary shares of the Company voted are voted in favor of the business combination. In connection with any shareholder vote required to approve any business combination, the initial shareholder s have agreed (i) to vote any of their respective shares, including the ordinary shares sold to the initial shareholders in connection with the organization of the Company (the “Initial Shares”), ordinary shares included in the Private Units sold in the private placement, and any ordinary shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the Public Offering, in favor of the initial business combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in. On November 3, 2021, the Company entered into the business combination agreement, which provides for a business combination between AGBA and TAG and certain of TAG’s wholly owned subsidiaries — OnePlatform Holdings Limited (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”), TAG International Limited (“B2B”), TAH Asset Partners Limited (“B2BSub”), and OnePlatform International Limited (“HKSub”). OPH through its wholly -owned -to-business -owned -owned At the closing of the Acquisition Merger, AGBA shall issue the full amount of the Aggregate Stock Consideration, less three percent (3%) of the Aggregate Stock Consideration (the “Holdback Shares”), to TAG, in its capacity as sole shareholder of B2B and Fintech, subject to compliance with applicable law. Subject to the provisions of the business combination Agreement, AGBA will release the Holdback Shares at the end of six (6) months following the closing of the Acquisition Merger, which may be extended for an additional three -month -closing The business combination agreement, as amended, provides that, among other things, (i) the Outside Closing Date (as defined in the business combination agreement) of the proposed transactions contemplated by the business combination agreement shall be extended to October 31, 2022 from April 30, 2022, and (ii) each party shall use its reasonable best efforts to finalize all Additional Agreements (as defined in the business combination agreement) and other ancillary documents contemplated by the business combination agreement no later than September 30, 2022. Liquidation and going concern The Company initially had 12 months from the consummation of this offering to consummate the initial business combination. If the Company does not complete a business combination within 12 months from the consummation of the Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, the Company may extend the period of time to consummate a business combination ten times (for a total of up to 42 months from the consummation of the Public Offering to complete a business combination). As of the date of this report, the Company has extended nine times by an additional three months each time (for a total of up to 39 months from the consummation of the Public Offering to complete a business combination), and so it now has until August -interest Company’s initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional Private Units at a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the Private Units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial business combination. In the event that the Company receives notice from the Company’s insiders five days prior to the applicable deadline of their intent 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. If the Company is unable to consummate the Company’s initial business combination by November Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a business combination is not consummated by August | NOTE 1 — ORGANIZATION AND BUSINESS BACKGROUND AGBA Acquisition Limited (“AGBA” and the “Company”) is a newly organized blank check company incorporated on October 8, 2018, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (an “initial business combination”). Although the Company is not limited to a particular geographic region, the Company intends to focus on operating businesses in the healthcare, education, entertainment and financial services sectors that have their principal operations in China. AGBA Merger Sub I Limited (“AMSI”) is a company incorporated on November 26, 2021, under the laws of the British Virgin Island for the purpose of effecting the Business Combination. AMSI is wholly owned by AGBA. AGBA Merger Sub II Limited (“AMSII”) is a company incorporated on November 26, 2021, under the laws of the British Virgin Island for the purpose of effecting the Business Combination. AMSII is wholly owned by AGBA. Basis of Presentation The Company’s entire activity from inception up to May 14, 2019 was in preparation for the initial public offering. Since the initial public offering, the Company’s activity has been limited to the evaluation of business combination candidates. The Company has selected December 31 as its fiscal year end and tax year end. The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Financing The registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 5) was declared effective by the SEC on May 13, 2019. The Company consummated the Public Offering on May 16, 2019 of 4,600,000 units at $10.00 per unit (the “Public Units”) and sold to the Sponsor to purchase 225,000 units at $10 per unit. The Company received net proceeds of $46,716,219. The Company incurred $3,373,781 in initial public offering related costs, including $2,990,000 of underwriting fees and $383,781 of initial public offering costs. Trust Account Upon the closing of the Public Offering and the private placement, $46,000,000 was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 Business Combination Pursuant to Nasdaq listing rules, the Company’s Initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post -transaction -transaction As set forth in the memorandum of association, the objects for which are established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law or as the same may be revised from time to time, or any other law of the British Virgin Islands. The Company’s amended and restated memorandum and articles of association contains provisions designed to provide certain rights and protections to its ordinary shareholders prior to the consummation of the initial business combination. These provisions cannot be amended without the approval of 65% (or 50% if approved in connection with the initial business combination) of the Company’s outstanding ordinary shares attending and voting on such amendment. The Company’s initial shareholders, who will beneficially own 20.0% of ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend the amended and restated memorandum and articles of association and will have the discretion to vote in any manner they choose. Since inception, the Company has sought to amend provisions of the amended and restated memorandum and articles of association relating to shareholders’ rights twice (once at the February 5, 2021 The Company will either seek shareholder approval of any Business Combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity In connection with any shareholder vote required to approve any Business Combination, the Initial Shareholders have agreed (i) to vote any of their respective shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the Company (the “Initial Shares”), common shares included in the Private Units sold in the Private Placement, and any ordinary shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the Public Offering, in favor of the initial Business Combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in. On November 3, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”), which provides for a Business Combination between AGBA and TAG Holdings Limited (“TAG”) and certain of TAG’s wholly owned subsidiaries — OnePlatform Holdings Limited (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”), TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub)”, and OnePlatform International Limited (“HKSub”). OPH through its wholly -owned -to-business -owned -owned -be-formed -owned -be-formed -owned -month Liquidation and going concern The Company initially had 12 months from the consummation of this offering to consummate the initial business combination. If the Company does not complete a business combination within 12 months from the consummation of the Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, the Company may extend the period of time to consummate a business combination eight times (for a total of up to 36 months to complete a Business Combination). As of the date of this report, the Company has extended eight times (including three times approved by shareholders on February 5, 2021 and two times by shareholders on November 2, 2021 by an additional three months each time, and so it now has until May 16, 2022 to consummate a business combination. Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate our initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $0.15 per public share, on or prior to the date of the applicable deadline. The insiders have received non -interest 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. If the Company is unable to consummate the Company’s initial business combination by May 16, 2022, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire and will be worthless. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a Business Combination is not consummated by May 16, 2022. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES • These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The information included in this Form 10 -Q -K • The unaudited condensed consolidated financial statements include the unaudited condensed financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership AGBA Merger Sub I Limited (“AMSI”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA AGBA Merger Sub II Limited (“AMSII”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA • The Company is an “ emerging growth company -Oxley 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 • The preparation of unaudited condensed 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 unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. • The Company considers all short -term • At March 31, 2022 and December 31, 2021, the assets held in the Trust Account are held in cash and US Treasury securities. The Company classified investments that are directly invested in U.S. Treasuries as available for sales and money market funds are classified in accordance with the trading method. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available -for-sale • The Company accounts for the warrants in accordance with the guidance contained in ASC 815 -40-15-7D -measurement • 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 possible redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at and March 31, 2022 and December 31, 2021, 3,646,607 and 3,646,607 ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. The Company has made a policy election in accordance with ASC 480 -10-S99-3A • The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short -term The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Description Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,989,461 $ 40,989,461 $ — $ — Liabilities: Warrant liabilities $ 520,000 $ — $ — $ 520,000 Description Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,441,469 $ 40,441,469 $ — $ — Liabilities: Warrant liabilities $ 490,000 $ — $ — $ 490,000 * • Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and Trust Accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. • The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing, and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero and it has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. • The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share”. In order to determine the net loss attributable to both the redeemable shares and non -redeemable -redeemable -redeemable -dilutive The net loss per share presented in the statements of operations is based on the following: For the For the Net loss $ (351,756 ) $ (131,804 ) Accretion of carrying value to redemption value (547,992 ) (595,511 ) Net loss including accretion of carrying value to redemption value $ (899,728 ) $ (727,315 ) For the three months ended For the three months ended Redeemable ordinary shares Non-Redeemable ordinary shares Redeemable ordinary shares Non-Redeemable ordinary shares Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (653,367 ) $ (246,361 ) $ (549,307 ) $ (178,008 ) Accretion of carrying value to redemption value 547,992 — 595,511 — Allocation of net income (loss) $ (105,375 ) $ (246,361 ) $ 46,204 $ (178,008 ) Denominators: Weighted-average shares outstanding 3,646,607 1,375,000 4,243,062 1,375,0000 Basic and diluted net loss per share $ (0.03 ) $ (0.18 ) $ 0.01 $ (0.13 ) • Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. • The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. | NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES • These accompanying consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the U.S. GAAP or interim financial information pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. • The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership AGBA Merger Sub I Limited (“AMSI”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA AGBA Merger Sub II Limited (“AMSII”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA • The Company is an “ emerging growth company -Oxley 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 • The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. • The Company considers all short -term • At December 31, 2021 and 2020, the assets held in the Trust Account are held in cash and US Treasury securities. The Company classified investments that are directly invested in U.S. Treasuries as available for sales and money market funds are classified in accordance with the trading method. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available -for-sale • The Company accounts for the Warrants in accordance with the guidance contained in ASC 815 -40-15-7D -measurement • The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity” The Company has made a policy election in accordance with ASC 480 -10-S99-3A • The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures,” -term The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Description December 31, Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,441,469 $ 40,441,469 $ — $ — Liabilities: Warrant liabilities $ 490,000 $ — $ — $ 490,000 Description December 31, Quoted Significant Other Significant Other Assets: U.S. Treasury Securities held in Trust Account* $ 48,249,518 $ 48,249,518 $ — $ — Liabilities: Warrant liabilities (restated) $ 390,000 $ — $ — $ 390,000 * • Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. • The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 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 The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero and it has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. • The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share” -redeemable -redeemable -redeemable -dilutive The net loss per share presented in the statements of operations is based on the following: For the For the (Restated) Net loss $ (769,316 ) $ (37,426 ) Accretion of carrying value to redemption value (4,584,555 ) — Net loss including accretion of carrying value to redemption value $ (5,353,871 ) $ (37,426 ) For the Year Ended December 31, 2021 For the Year Ended December 31, 2020 Redeemable Ordinary share Non-Redeemable Ordinary share Redeemable Ordinary share Non-Redeemable Ordinary share (Restated) (Restated) Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (3,981,368 ) $ (1,372,503 ) $ (28,813 ) $ (8,613 ) Accretion of carrying value to redemption value 4,584,555 — — — Allocation of net income (loss) $ 603,187 $ (1,372,503 ) $ (28,813 ) $ (8,613 ) Denominators: Weighted-average shares outstanding 3,988,613 1,375,000 4,600,000 1,375,000 Basic and diluted net income (loss) per share $ 0.15 $ (1.00 ) $ (0.01 ) $ (0.01 ) • Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. • The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Cash and Investment Held in Tru
Cash and Investment Held in Trust Account | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Cash And Investment Held In Trust Account Disclosure [Abstract] | ||
CASH AND INVESTMENT HELD IN TRUST ACCOUNT | NOTE 3 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT As of March 31, 2022, investment securities in the Company’s Trust Account consisted of $40,989,461 in United States Treasury Bills and $0 in cash. As of December 31, 2021, investment securities in the Company’s Trust Account consisted of $40,441,469 in United States Treasury Bills and $0 in cash. The Company classifies its United States Treasury securities as available -for-sale -for-sale Carrying Gross Fair Available-for-sale marketable securities U.S. Treasury Securities $ 40,989,461 $ — $ 40,989,461 Carrying Gross Unrealized Fair Available-for-sale marketable securities: U.S. Treasury Securities $ 40,441,469 $ — $ 40,441,469 | NOTE 4 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT As of December 31, 2021, investment securities in the Company’s Trust Account consisted of $40,441,469 in United States Treasury Bills and $0 in cash. As of December 31, 2020, investment securities in the Company’s Trust Account consisted of $48,249,518 in United States Treasury Bills and $391 in cash. The Company classifies its United States Treasury securities as available -for-sale -for-sale Carrying Value as of December 31, 2021 Gross Unrealized Holding Fair Value December 31, 2021 Available-for-sale marketable securities U.S. Treasury Securities $ 40,441,469 $ — $ 40,441,469 Carrying Value as of December 31, 2020 Gross Unrealized Holding Fair Value December 31, 2020 Available-for-sale marketable securities U.S. Treasury Securities $ 48,239,345 $ 10,173 $ 48,249,518 For the year ended December |
Public Offering
Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Public Offering [Abstract] | ||
PUBLIC OFFERING | NOTE 4 — PUBLIC OFFERING On May 16, 2019, the Company sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering. Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share (the “Public Shares”), one redeemable warrant (the” Public Warrants”) and one right (the “Public Rights”). Each Public Warrant entitles the holder to purchase one -half -tenth -day -allotments If the Company does not complete its business combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless. Since the Company is not required to net cash settle the rights and the rights are convertible upon the consummation of an initial business combination, the management determined that the Public Rights are classified within shareholders’ equity as “Additional paid -in -40 -20-30 The Company paid an upfront underwriting discount of $1,150,000 (2.5%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee of $1,840,000 (the “Deferred Discount”) of 2.0% of the gross offering proceeds payable upon the Company’s completion of the business combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its business combination. In the event that the Company does not close the business combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount. Simultaneously with the closing of the Public Offering, the Company consummated a private placement of 210,000 Private Units, at $10.00 per unit, purchased by the sponsor. Simultaneously with the sale of the over -allotment The Private Units are identical to the units sold in the Public Offering except that the private warrants are non -redeemable | NOTE 5 — PUBLIC OFFERING On May 16, 2019, the Company sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering. Each Public Unit consists of one ordinary share of the Company, $0.001 par value per share (the “Public Shares”), one right (the “Public Rights”) and one warrant (the “Public Warrant”). Each Public Right entitles the holder to receive one -tenth -half -day -allotments If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial Business Combination, the Management determined that the Rights are classified within shareholders’ equity as “Additional paid -in -40 -20-30 The Company paid an upfront underwriting discount of $1,150,000 (2.5%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee of $1,840,000 (the “Deferred Amount”) of 2.0% of the gross offering proceeds payable upon the Company’s completion of the Business Combination. The Deferred Amount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. Pursuant to our agreement with the underwriters, the Deferred Amount will be reduced by $0.20 (2.0%) for each unit that is redeemed by shareholders in connection with an initial business combination. In the event that the Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Amount. The underwriter is not entitled to any interest accrued on the Deferred Amount. Simultaneously with the closing of the Public Offering, the Company consummated a private placement of 210,000 private units, at $10.00 per unit, purchased by the Sponsor. Simultaneously with the sale of the Over -Allotment The private units are identical to the units sold in the Public Offering except that the private warrants are non -redeemable |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Insider Shares In October 2018, the Company’s Chief Executive Officer, subscribed for an aggregate of 1,000 of ordinary shares for an aggregate purchase price of $1, or approximately $0.001 per share. On February 22, 2019, the Company issued an aggregate of 1,149,000 Ordinary Shares to AGBA Holding Limited for an aggregate purchase price of $25,000 in cash. The initial shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their insider shares until, with respect to 50% of the insider shares, the earlier of six months after the consummation of a business combination and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading Administrative Services Agreement The Company is obligated to pay AGBA Holding Limited, a company owned by the insiders, a monthly fee of $10,000 for general and administrative services. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s audit committee that the Company lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with the initial business combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our initial business combination. Related Party Loan In order to meet the working capital needs following the consummation of the Public Offering, the initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into Private Units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 55,000 ordinary shares (which includes 5,000 Related Party Extensions Loan The Company initially had 12 months from the consummation of this offering to consummate the initial business combination. However, as of the date of this report, the Company has extended the period of time to consummate a business combination nine times by an additional three months each time (for a total of up to 39 months from the consummation of the Public Offering to complete a business combination). Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust agreement between us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to consummate its initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $0.15 per public share, on or prior to the date of the applicable deadline. The insiders have received non -interest On each of May 11, 2020, August 12, 2020, and November 10, 2020, the Company issued an unsecured promissory note in an amount of $460,000 to the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until February On May 3, 2022, the Company’s shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination two times for three additional months each time from May 16, 2022 to November 16, 2022. On May 9, 2022, the Company issued an unsecured promissory note in an amount of $504,431 to the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until August -interest Related Party Advances In the event the sponsor pays for any expense or liability on behalf of the Company, then such payments would be accounted for as loan to the Company by the sponsor. The sponsor, AGBA Holding Limited, has paid the expenses incurred by the Company an aggregate of $1,157,787 on a non -interest As of March 31, 2022 and December 31, 2021, the Company owed a balance of $1,157,787 and $952,761 to AGBA Holding Limited, respectively. | NOTE 6 — RELATED PARTY TRANSACTIONS Insider Shares In October 2018, the Company’s Chief Executive Officer subscribed for an aggregate of 1,000 of ordinary shares for an aggregate purchase price of $1, or approximately $0.001 per share. On February 22, 2019, the Company issued an aggregate of 1,149,000 Ordinary Shares to AGBA Holding Limited for an aggregate purchase price of $25,000 in cash. The initial shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their insider shares until, with respect to 50% of the insider shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading Administrative Services Agreement The Company is obligated to pay AGBA Holding Limited, a company owned by the insiders, a monthly fee of $10,000 for general and administrative services. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s audit committee that the Company lacks sufficient funds held outside the trust to pay actual or anticipated expenses in connection with the initial business combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of its initial business combination. Related Party Loan In order to meet the working capital needs following the consummation of the Public Offering, the initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of its initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of its business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 55,000 ordinary shares (which includes 5,000 Related Party Extensions Loan The Company initially had 12 months from the consummation of this offering to consummate the initial business combination. However, the Company has extended the period of time to consummate a business combination eight times (including three times approved by shareholders on February 5, 2021 and two times by shareholders on November 2, 2021) by an additional three months each time (for a total of up to 36 months to complete a business combination). Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust agreement between us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to consummate its initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $ $0.15 per public share, on or prior to the date of the applicable deadline. The insiders have received non -interest On May 11, 2020, August 12, 2020, and November 10, 2020, the Company issued three Notes, each in an amount of $460,000 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until February 16, 2021. On each of February 5, May 11, August 11, 2021, the Company issued an unsecured promissory note, in an amount of $594,467, to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until November 16, 2021. On November 10, 2021 and February 7, 2022, the Company issued an unsecured promissory note in an amount of $546,991, to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until May 16, 2022 (see Note 9). The Notes are non -interest Related Party Advances In the event the Sponsor pays for any expense or liability on behalf of the Company, then such payments would be accounted for as loan to the Company by the Sponsor. The Sponsor, AGBA Holding Limited, has paid the expenses incurred by the Company an aggregate of $952,761 on a non -interest As of December 31, 2021 and 2020, the Company owed a balance of $952,761 and $790,122, respectively, to AGBA Holding Limited. |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shareholders’ Deficit [Abstract] | ||
SHAREHOLDERS’ DEFICIT | NOTE 6 — SHAREHOLDERS’ DEFICIT Ordinary Shares The Company is authorized to issue 100,000,000 ordinary shares at par $0.001. The Company’s shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. In connection with any vote held to approve our initial business combination, all of the initial shareholders, as well as all of the officers and directors, have agreed to vote their respective ordinary shares owned by them immediately prior to this offering and any shares purchased in this offering or following this offering in the open market in favor of the proposed business combination. In October 2018, the Company’s Chief Executive Officer,, subscribed for an aggregate of 1,000 of ordinary shares for an aggregate purchase price of $1, or approximately $0.001 per share. On February 22, 2019, the Company issued an aggregate of 1,149,000 founder shares to the sponsor for an aggregate purchase price of $25,000 in cash. On May 16, 2019, the Company issued 225,000 ordinary shares under the private placement of 225,000 Private Units at $10 per unit, to the sponsor. On May 16, 2019, the Company sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering. As of March 31, 2022 and December 31, 2021, 1,375,000 ordinary shares issued and outstanding excluding 3,646,607 Subsequently, on April 29, 2022, 283,736 Accumulated Other Comprehensive Income (Loss) The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”), including the reclassification out of AOCI. Available-for- Balance as of January 1, 2022 $ — Other comprehensive income before reclassifications — Amounts reclassified from AOCI into interest income — Balance as of March 31, 2022 $ — Available-for- Balance as of January 1, 2021 $ 10,173 Other comprehensive income before reclassifications 482 Amounts reclassified from AOCI into interest income (10,655 ) Balance as of March 31, 2021 $ — Rights Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one -tenth -tenth Public Warrants Each Public Warrant entitles the holder thereof to purchase one -half 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 warrants and a current prospectus relating to such ordinary shares. It is the Company’s current intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of our initial business combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 150 The warrants will become exercisable on the later of the completion of an initial business combination and May 13, 2020. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. The Company may redeem the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC), in whole and not in part, at a price of $0.01 per warrant: • • • • -day If the foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete the redemption. The redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then -prevailing If the Company call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances. | NOTE 7 — SHAREHOLDER’S DEFICIT Ordinary Shares The Company is authorized to issue 100,000,000 ordinary shares at par $0.001. The Company’s shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. In connection with any vote held to approve its initial business combination, all of the initial shareholders, as well as all of the officers and directors, have agreed to vote their respective ordinary shares owned by them immediately prior to this offering and any shares purchased in this offering or following this offering in the open market in favor of the proposed business combination. In October 2018, the Company’s Chief Executive Officer, Gordon Lee, subscribed for an aggregate of 1,000 of ordinary shares for an aggregate purchase price of $1, or approximately $0.001 per share. On February 22, 2019, the Company issued an aggregate of 1,149,000 founder shares to AGBA Holding Limited for an aggregate purchase price of $25,000 in cash. On May 16, 2019, the Company issued 225,000 ordinary shares under the private placement of 225,000 private units at $10 per unit, to the Sponsor. As of December As of December Accumulated Other Comprehensive Income (Loss) The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”), including the reclassification out of AOCI. Available-for- Balance as of January 1, 2021 $ 10,173 Other comprehensive income before reclassifications — Amounts reclassified from AOCI into interest income (10,173 ) Balance as of December 31, 2021 $ — Available-for- Balance as of January 1, 2020 $ 98,103 Other comprehensive income before reclassifications 258,314 Amounts reclassified from AOCI into interest income (346,244 ) Balance as of December 31, 2020 $ 10,173 Rights Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one -tenth -tenth As a result, you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and the Company redeems the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. Public Warrants Each public warrant entitles the holder thereof to purchase one -half 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 warrants and a current prospectus relating to such ordinary shares. It is the Company’s current intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 150 The warrants will become exercisable on the later of the completion of an initial business combination and May 13, 2020. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption. The Company may redeem the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC), in whole and not in part, at a price of $0.01 per warrant: • • • • -day If the foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete the redemption. The redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then -prevailing If the Company call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances. |
Ordinary Share Subject to Possi
Ordinary Share Subject to Possible Redemption | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Ordinary Share Subject To Possible Redemption [Abstract] | ||
ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION | NOTE 7 — ORDINARY SHARE 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 subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. Accordingly, at March 31, 2022 and December 31, 2021, 3,646,607 and 3,646,607 ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. On May 16, 2019, the Company sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering. On February 8, 2021, 636,890 On November 10, 2021, 316,503 For the For the Total ordinary shares issued 5,975,000 5,975,000 Share issued classified as equity (1,375,000 ) (1,375,000 ) Share redemption (953,393 ) (953,393 ) Ordinary shares, subject to possible redemption 3,646,607 3,646,607 On April 29, 2022, 283,736 | NOTE 8 — ORDINARY SHARE 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 subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. Accordingly, at December 31, 2021 and 2020, 3,646,607 and 4,600,000 ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. On May On February On November For the Year Ended 2021 2020 Total ordinary shares issued 5,975,000 5,975,000 Share issued classified as equity (1,375,000 ) (1,375,000 ) Share redemption during the year (953,393 ) — Change in value of ordinary shares subject to redemption 3,646,607 4,600,000 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 8 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Description March 31, Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,989,461 $ 40,989,461 $ — $ — Liabilities: Warrant liabilities $ 520,000 $ 520,000 $ — $ — December 31, Quoted Significant Significant Description Assets: U.S. Treasury Securities held in Trust Account* $ 40,441,469 $ 40,441,469 $ — $ — Liabilities: Warrant liabilities $ 490,000 $ — $ — $ 490,000 * The private warrants are accounted for as liabilities in accordance with ASC 815 -40 The Company established the initial fair value for the private warrants on May 16, 2019, the date of the Company’s IPO, using a Black -Scholes The key inputs into the binomial model and Black -Scholes March 31, December 31, 2021 May 16, 2019 (Initial measurement) Input Share price $ 11.16 $ 11.02 $ 10.00 Risk-free interest rate 2.43 % 1.21 % 2.18 % Volatility 49 % 47 % 55 % Exercise price $ 11.50 $ 11.50 $ 11.50 Warrant life 5 years 5 years 5 years As of March 31, 2022 and December 31, 2021, the aggregate value of the private warrants was $0.52 and $0.49 million, respectively. The change in fair value for the three months ended March 31, 2022 was approximately $30,000. The change in fair value for the three months ended March 31, 2021 was approximately $10,000. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the private warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | NOTE 9 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Description December 31, Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,441,469 $ 40,441,469 $ — $ — Liabilities: Warrant liabilities $ 490,000 $ — $ — $ 490,000 Description December 31, Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 48,249,909 $ 48,249,909 $ — $ — Liabilities: Warrant liabilities (restated) $ 390,000 $ — $ — $ 390,000 * The private warrants are accounted for as liabilities in accordance with ASC 815 -40 The Company established the initial fair value for the private warrants on May 16, 2019, the date of the Company’s Initial Public Offering, using a Black -Scholes remaining proceeds recorded as ordinary shares subject to possible redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the binomial model and Black -Scholes December 31, 2021 December 31, 2020 May 16, (Initial Input Share price $ 11.02 $ 10.54 $ 10.00 Risk-free interest rate 1.21 % 0.10 % 2.18 % Volatility 47 % 45 % 55 % Exercise price $ 11.50 $ 11.50 $ 11.50 Warrant life 5 years 5 years 5 years As of December 31, 2021 and 2020, the aggregate value of the Private Warrants was $0.49 and $0.39 million, respectively. The change in fair value for the year ended December 31, 2021 was approximately $100,000. The change in fair value for the year ended December 31, 2019 to December 31, 2020 was approximately $(130,000) (restated). To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 9 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management has evaluated the impact of the COVID -19 Registration Rights The holders of our insider shares issued and outstanding on the date of this prospectus, as well as the holders of the Private Units (and all underlying securities) and any securities our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, are be entitled to registration rights pursuant to a registration rights agreement entered into concurrently without initial public offering. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriter is entitled to a cash underwriting discount of six and half percent (6.5%), or $0.65 per unit, of the gross proceeds of the initial public offering. Two and one -half Unit Purchase Option The Company sold to Maxim for $100, an option to purchase 276,000 units exercisable, at $11.50 per unit commencing at any time between the first and fifth anniversary of the effective date of the registration statement relating to our initial public offering. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires on May 13, 2024. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Public Offering resulting in a charge directly to shareholders’ equity. The Company estimates that the fair value of the unit purchase option is approximately $747,960, or $2.71 per Unit, using the Black -Scholes -pricing -free -up or hypothecated prior to May 13, 2020 except to any underwriters and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement of which forms a part with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. We 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 units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares at a price below its exercise price. Right of First Refusal Subject to certain conditions, the Company granted Maxim, for a period of 18 months after the date of the consummation of the business combination, a right of first refusal to act as lead underwriters or minimally as a co -manager -handed | NOTE 10 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management has evaluated the impact of the COVID -19 Registration Rights The holders of the insider shares issued and outstanding prior to the date of the IPO, as well as the holders of the Private Units (and all underlying securities) and any securities its initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company, are be entitled to registration rights pursuant to a registration rights agreement entered into concurrently without initial public offering. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters is entitled to a cash underwriting discount of six and half percent (6.5%), or $0.65 per unit, of the gross proceeds of the initial public offering. Two and one -half Unit Purchase Option The Company sold to Maxim for $100, an option to purchase 276,000 units exercisable, at $11.50 per unit commencing at any time between the first and fifth anniversary of the effective date of the registration statement relating to its initial public offering. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires on May 13, 2024. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Public Offering resulting in a charge directly to shareholders’ equity. The Company estimates that the fair value of the unit purchase option is approximately $747,960, or $2.71 per Unit, using the Black -Scholes -pricing -free -up Right of First Refusal Subject to certain conditions, the Company granted Maxim, for a period of 18 months after the date of the consummation of the business combination, a right of first refusal to act as lead underwriters or minimally as a co -manager -handed |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events On April 29, 2022, 283,736 On May 9, 2022, the Company issued unsecured promissory note in the aggregate principal amount of $504,431 to AGBA Holding Limited in exchange for AGBA Holding Limited depositing such amount into the Company’s Trust Account in order to extend the amount of available time to complete a business combination until August 16, 2022. | NOTE 12 — SUBSEQUENT EVENTS On January 4, 2022, Tag Holdings Limited together with AGBA’s newly established wholly -owned On May On February |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing the Company’s warrants. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the 225,000 warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the Initial Public Offering (the “Private Warrants”). The Company previously accounted for the Private Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815 -40 In addition, in preparation of the Company’s financial statements as of and for the years ended December 31, 2020 and 2019, the Company concluded it should restate its financial statements to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10 -S99 -K temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares of ordinary shares resulted in charges against accumulated deficit. The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated: Adjustment #1 refer to reclassification of private warrants from temporary equity component to warrant liabilities. Adjustment #2 refer to reclassification of all public shares to temporary equity. As Adjustments #1 Adjustments #2 As Since Balance sheet as of December 31, 2020 Warrant liabilities — 390,000 — 390,000 Deferred underwriting compensation 1,025,948 — 814,052 1,840,000 Total liabilities 3,230,972 390,000 814,052 4,435,024 Ordinary shares subject to possible redemption 40,723,074 (390,000 ) 5,666,926 46,000,000 Ordinary shares 2,093 37 (755 ) 1,375 Additional paid-in capital 4,990,205 (160,037 ) (4,830,168 ) — Retained earnings (accumulated deficit) $ (2,470 ) $ 160,000 $ (1,650,055 ) $ (1,492,525 ) As Adjustments #1 Adjustments #2 As Statement of operations for the year ended December 31, 2020 Change in fair value of warrant liabilities — 130,000 — 130,000 Net (loss) income (167,426 ) 130,000 — (37,426 ) Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption — 4,600,000 4,600,000 Basic and diluted net loss per share, ordinary share subject to possible redemption — (0.01 ) (0.01 ) Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 2,092,586 (74,586 ) (643,000 ) 1,375,000 Basic and diluted net (loss) income per share, non-redeemable ordinary shares $ (0.22 ) $ 0.06 $ 0.15 $ (0.01 ) As Adjustments #1 Adjustments #2 As Statement of cash flows for the year ended December 31, 2020 Change in fair value of warrant liabilities — 130,000 — 130,000 Net (loss) income (167,426 ) 130,000 — (37,426 ) Change in value of shares subject to redemption 255,356 — (255,356 ) — Statement of changes in shareholders’ deficit for the year ended December 31, 2020 Ordinary shares subject to possible redemption – ordinary shares – no. of shares 162,322 — (162,322 ) — Ordinary shares subject to possible redemption – ordinary shares – amount 163 — (163 ) — Ordinary shares subject to possible redemption – additional paid-in capital 255,193 — (255,193 ) — Ordinary shares subject to possible redemption – total shareholder’s equity 255,356 — (255,356 ) — Net income (loss) – accumulated deficit (167,426 ) 130,000 — (37,426 ) Net income (loss) – total shareholder’s deficit $ (167,426 ) $ 130,000 $ — $ (37,426 ) |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (UNAUDITED) | NOTE 11 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (UNAUDITED) In accordance with ASC 480, paragraph 10 -S99 -in Redeemable Shares, at each reporting period, should be measured at redemption value. The Company previously measured at initial carrying amount. As a result, the Company recalculated its previously filed financial statements to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. Under this accounting treatment, the Company is required to calculate the change in the carrying value of redeemable shares of common stock resulted in charges against additional paid -in The Company’s accounting for temporary equity measured at redemption value did not have any effect on the Company’s previously reported operating expenses or cash. The impact of the errors on the Company’s financial statements for each respective period is presented below. The impacts are considered immaterial to the financial statements. As Adjustments As Balance sheet as of March 31, 2021 Ordinary shares subject to possible redemption 39,631,100 2,533,800 42,164,900 Accumulated deficit (1,935,949 ) (2,533,800 ) (4,469,749 ) Balance sheet as of June 30, 2021 Ordinary shares subject to possible redemption 39,631,100 3,129,333 42,760,433 Accumulated deficit (2,110,390 ) (3,129,333 ) (5,239,723 ) Balance sheet as of September 30, 2021 Ordinary shares subject to possible redemption 39,631,100 3,724,877 43,355,977 Accumulated deficit (2,320,133 ) (3,724,877 ) (6,045,010 ) Statement of operations for the three months ended March 31, 2021 Basic and diluted net (loss) income per share, ordinary share subject to possible redemption (0.00 ) 0.01 0.01 Basic and diluted net loss per share, non-redeemable ordinary shares (0.07 ) (0.06 ) (0.13 ) Statement of operations for the three months ended June 30, 2021 Basic and diluted net income per share, ordinary share subject to possible redemption 0.00 0.01 0.01 Basic and diluted net loss per share, non-redeemable ordinary shares (0.08 ) (0.06 ) (0.14 ) Statement of operations for the six months ended June 30, 2021 Basic and diluted net income per share, ordinary share subject to possible redemption 0.00 0.02 0.02 Basic and diluted net loss per share, non-redeemable ordinary shares (0.15 ) (0.12 ) (0.27 ) Statement of operations for the three months ended September 30, 2021 Basic and diluted net loss per share, ordinary share subject to possible redemption (0.04 ) 0.04 (0.00 ) Basic and diluted net loss per share, non-redeemable ordinary shares (0.04 ) (0.11 ) (0.15 ) Statement of operations for the nine months ended September 30, 2021 Basic and diluted net (loss) income per share, ordinary share subject to possible redemption (0.08 ) 0.10 0.02 Basic and diluted net loss per share, non-redeemable ordinary shares (0.15 ) (0.27 ) (0.42 ) |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of presentation | • These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The information included in this Form 10 -Q -K | • These accompanying consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the U.S. GAAP or interim financial information pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
Principles of consolidation | • The unaudited condensed consolidated financial statements include the unaudited condensed financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying unaudited condensed consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership AGBA Merger Sub I Limited (“AMSI”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA AGBA Merger Sub II Limited (“AMSII”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA | • The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership AGBA Merger Sub I Limited (“AMSI”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA AGBA Merger Sub II Limited (“AMSII”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA |
Emerging growth company | • The Company is an “ emerging growth company -Oxley 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 | • The Company is an “ emerging growth company -Oxley 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 |
Use of estimates | • The preparation of unaudited condensed 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 unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. | • The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | • The Company considers all short -term | • The Company considers all short -term |
Cash and investments held in trust account | • At March 31, 2022 and December 31, 2021, the assets held in the Trust Account are held in cash and US Treasury securities. The Company classified investments that are directly invested in U.S. Treasuries as available for sales and money market funds are classified in accordance with the trading method. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available -for-sale | • At December 31, 2021 and 2020, the assets held in the Trust Account are held in cash and US Treasury securities. The Company classified investments that are directly invested in U.S. Treasuries as available for sales and money market funds are classified in accordance with the trading method. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available -for-sale |
Warrant liabilities | • The Company accounts for the warrants in accordance with the guidance contained in ASC 815 -40-15-7D -measurement | • The Company accounts for the Warrants in accordance with the guidance contained in ASC 815 -40-15-7D -measurement |
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 possible redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at and March 31, 2022 and December 31, 2021, 3,646,607 and 3,646,607 ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed consolidated balance sheets. The Company has made a policy election in accordance with ASC 480 -10-S99-3A | • The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity” The Company has made a policy election in accordance with ASC 480 -10-S99-3A |
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 Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short -term The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Description Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,989,461 $ 40,989,461 $ — $ — Liabilities: Warrant liabilities $ 520,000 $ — $ — $ 520,000 Description Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,441,469 $ 40,441,469 $ — $ — Liabilities: Warrant liabilities $ 490,000 $ — $ — $ 490,000 * | • The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures,” -term The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Description December 31, Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,441,469 $ 40,441,469 $ — $ — Liabilities: Warrant liabilities $ 490,000 $ — $ — $ 490,000 Description December 31, Quoted Significant Other Significant Other Assets: U.S. Treasury Securities held in Trust Account* $ 48,249,518 $ 48,249,518 $ — $ — Liabilities: Warrant liabilities (restated) $ 390,000 $ — $ — $ 390,000 * |
Concentration of credit risk | • Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and Trust Accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | • Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Income taxes | • The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 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 The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing, and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero and it has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. | • The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 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 The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero and it has no deferred tax assets. The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. |
Net loss per share | • The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share”. In order to determine the net loss attributable to both the redeemable shares and non -redeemable -redeemable -redeemable -dilutive The net loss per share presented in the statements of operations is based on the following: For the For the Net loss $ (351,756 ) $ (131,804 ) Accretion of carrying value to redemption value (547,992 ) (595,511 ) Net loss including accretion of carrying value to redemption value $ (899,728 ) $ (727,315 ) For the three months ended For the three months ended Redeemable ordinary shares Non-Redeemable ordinary shares Redeemable ordinary shares Non-Redeemable ordinary shares Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (653,367 ) $ (246,361 ) $ (549,307 ) $ (178,008 ) Accretion of carrying value to redemption value 547,992 — 595,511 — Allocation of net income (loss) $ (105,375 ) $ (246,361 ) $ 46,204 $ (178,008 ) Denominators: Weighted-average shares outstanding 3,646,607 1,375,000 4,243,062 1,375,0000 Basic and diluted net loss per share $ (0.03 ) $ (0.18 ) $ 0.01 $ (0.13 ) | • The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share” -redeemable -redeemable -redeemable -dilutive The net loss per share presented in the statements of operations is based on the following: For the For the (Restated) Net loss $ (769,316 ) $ (37,426 ) Accretion of carrying value to redemption value (4,584,555 ) — Net loss including accretion of carrying value to redemption value $ (5,353,871 ) $ (37,426 ) For the Year Ended December 31, 2021 For the Year Ended December 31, 2020 Redeemable Ordinary share Non-Redeemable Ordinary share Redeemable Ordinary share Non-Redeemable Ordinary share (Restated) (Restated) Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (3,981,368 ) $ (1,372,503 ) $ (28,813 ) $ (8,613 ) Accretion of carrying value to redemption value 4,584,555 — — — Allocation of net income (loss) $ 603,187 $ (1,372,503 ) $ (28,813 ) $ (8,613 ) Denominators: Weighted-average shares outstanding 3,988,613 1,375,000 4,600,000 1,375,000 Basic and diluted net income (loss) per share $ 0.15 $ (1.00 ) $ (0.01 ) $ (0.01 ) |
Related parties | • Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. | • Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Recent accounting pronouncements | • The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. | • The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of unaudited consolidated financial statements reflect the activities | Name Background Ownership AGBA Merger Sub I Limited (“AMSI”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA AGBA Merger Sub II Limited (“AMSII”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA | Name Background Ownership AGBA Merger Sub I Limited (“AMSI”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA AGBA Merger Sub II Limited (“AMSII”) A British Island company Incorporated on November 26, 2021 100% Owned by AGBA |
Schedule of assets and liabilities that were measured at fair value on a recurring basis | Description Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,989,461 $ 40,989,461 $ — $ — Liabilities: Warrant liabilities $ 520,000 $ — $ — $ 520,000 Description Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,441,469 $ 40,441,469 $ — $ — Liabilities: Warrant liabilities $ 490,000 $ — $ — $ 490,000 * | Description December 31, Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,441,469 $ 40,441,469 $ — $ — Liabilities: Warrant liabilities $ 490,000 $ — $ — $ 490,000 Description December 31, Quoted Significant Other Significant Other Assets: U.S. Treasury Securities held in Trust Account* $ 48,249,518 $ 48,249,518 $ — $ — Liabilities: Warrant liabilities (restated) $ 390,000 $ — $ — $ 390,000 * |
Schedule of net loss per share | For the For the Net loss $ (351,756 ) $ (131,804 ) Accretion of carrying value to redemption value (547,992 ) (595,511 ) Net loss including accretion of carrying value to redemption value $ (899,728 ) $ (727,315 ) | For the For the (Restated) Net loss $ (769,316 ) $ (37,426 ) Accretion of carrying value to redemption value (4,584,555 ) — Net loss including accretion of carrying value to redemption value $ (5,353,871 ) $ (37,426 ) |
Schedule of basic and diluted net loss per share | For the three months ended For the three months ended Redeemable ordinary shares Non-Redeemable ordinary shares Redeemable ordinary shares Non-Redeemable ordinary shares Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (653,367 ) $ (246,361 ) $ (549,307 ) $ (178,008 ) Accretion of carrying value to redemption value 547,992 — 595,511 — Allocation of net income (loss) $ (105,375 ) $ (246,361 ) $ 46,204 $ (178,008 ) Denominators: Weighted-average shares outstanding 3,646,607 1,375,000 4,243,062 1,375,0000 Basic and diluted net loss per share $ (0.03 ) $ (0.18 ) $ 0.01 $ (0.13 ) | For the Year Ended December 31, 2021 For the Year Ended December 31, 2020 Redeemable Ordinary share Non-Redeemable Ordinary share Redeemable Ordinary share Non-Redeemable Ordinary share (Restated) (Restated) Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (3,981,368 ) $ (1,372,503 ) $ (28,813 ) $ (8,613 ) Accretion of carrying value to redemption value 4,584,555 — — — Allocation of net income (loss) $ 603,187 $ (1,372,503 ) $ (28,813 ) $ (8,613 ) Denominators: Weighted-average shares outstanding 3,988,613 1,375,000 4,600,000 1,375,000 Basic and diluted net income (loss) per share $ 0.15 $ (1.00 ) $ (0.01 ) $ (0.01 ) |
Cash and Investment Held in T_2
Cash and Investment Held in Trust Account (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Cash And Investment Held In Trust Account Disclosure [Abstract] | ||
Schedule of carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities | Carrying Gross Fair Available-for-sale marketable securities U.S. Treasury Securities $ 40,989,461 $ — $ 40,989,461 Carrying Gross Unrealized Fair Available-for-sale marketable securities: U.S. Treasury Securities $ 40,441,469 $ — $ 40,441,469 | Carrying Value as of December 31, 2021 Gross Unrealized Holding Fair Value December 31, 2021 Available-for-sale marketable securities U.S. Treasury Securities $ 40,441,469 $ — $ 40,441,469 Carrying Value as of December 31, 2020 Gross Unrealized Holding Fair Value December 31, 2020 Available-for-sale marketable securities U.S. Treasury Securities $ 48,239,345 $ 10,173 $ 48,249,518 |
Shareholders_ Deficit (Tables)
Shareholders’ Deficit (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shareholders’ Deficit [Abstract] | ||
Schedule of changes in accumulated other comprehensive income (“AOCI”) | Available-for- Balance as of January 1, 2022 $ — Other comprehensive income before reclassifications — Amounts reclassified from AOCI into interest income — Balance as of March 31, 2022 $ — Available-for- Balance as of January 1, 2021 $ 10,173 Other comprehensive income before reclassifications 482 Amounts reclassified from AOCI into interest income (10,655 ) Balance as of March 31, 2021 $ — | Available-for- Balance as of January 1, 2021 $ 10,173 Other comprehensive income before reclassifications — Amounts reclassified from AOCI into interest income (10,173 ) Balance as of December 31, 2021 $ — Available-for- Balance as of January 1, 2020 $ 98,103 Other comprehensive income before reclassifications 258,314 Amounts reclassified from AOCI into interest income (346,244 ) Balance as of December 31, 2020 $ 10,173 |
Ordinary Share Subject to Pos_2
Ordinary Share Subject to Possible Redemption (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Ordinary Share Subject To Possible Redemption [Abstract] | ||
Schedule of shares were redeemed by a number of shareholders at a price | For the For the Total ordinary shares issued 5,975,000 5,975,000 Share issued classified as equity (1,375,000 ) (1,375,000 ) Share redemption (953,393 ) (953,393 ) Ordinary shares, subject to possible redemption 3,646,607 3,646,607 | For the Year Ended 2021 2020 Total ordinary shares issued 5,975,000 5,975,000 Share issued classified as equity (1,375,000 ) (1,375,000 ) Share redemption during the year (953,393 ) — Change in value of ordinary shares subject to redemption 3,646,607 4,600,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of assets and liabilities that were measured at fair value on a recurring basis | Description March 31, Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,989,461 $ 40,989,461 $ — $ — Liabilities: Warrant liabilities $ 520,000 $ 520,000 $ — $ — December 31, Quoted Significant Significant Description Assets: U.S. Treasury Securities held in Trust Account* $ 40,441,469 $ 40,441,469 $ — $ — Liabilities: Warrant liabilities $ 490,000 $ — $ — $ 490,000 * | Description December 31, Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 40,441,469 $ 40,441,469 $ — $ — Liabilities: Warrant liabilities $ 490,000 $ — $ — $ 490,000 Description December 31, Quoted Significant Significant Assets: U.S. Treasury Securities held in Trust Account* $ 48,249,909 $ 48,249,909 $ — $ — Liabilities: Warrant liabilities (restated) $ 390,000 $ — $ — $ 390,000 * |
Schedule of the binomial model and Black-Scholes model | March 31, December 31, 2021 May 16, 2019 (Initial measurement) Input Share price $ 11.16 $ 11.02 $ 10.00 Risk-free interest rate 2.43 % 1.21 % 2.18 % Volatility 49 % 47 % 55 % Exercise price $ 11.50 $ 11.50 $ 11.50 Warrant life 5 years 5 years 5 years | December 31, 2021 December 31, 2020 May 16, (Initial Input Share price $ 11.02 $ 10.54 $ 10.00 Risk-free interest rate 1.21 % 0.10 % 2.18 % Volatility 47 % 45 % 55 % Exercise price $ 11.50 $ 11.50 $ 11.50 Warrant life 5 years 5 years 5 years |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of reclassification of all public shares to temporary equity | As Adjustments #1 Adjustments #2 As Since Balance sheet as of December 31, 2020 Warrant liabilities — 390,000 — 390,000 Deferred underwriting compensation 1,025,948 — 814,052 1,840,000 Total liabilities 3,230,972 390,000 814,052 4,435,024 Ordinary shares subject to possible redemption 40,723,074 (390,000 ) 5,666,926 46,000,000 Ordinary shares 2,093 37 (755 ) 1,375 Additional paid-in capital 4,990,205 (160,037 ) (4,830,168 ) — Retained earnings (accumulated deficit) $ (2,470 ) $ 160,000 $ (1,650,055 ) $ (1,492,525 ) As Adjustments #1 Adjustments #2 As Statement of operations for the year ended December 31, 2020 Change in fair value of warrant liabilities — 130,000 — 130,000 Net (loss) income (167,426 ) 130,000 — (37,426 ) Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption — 4,600,000 4,600,000 Basic and diluted net loss per share, ordinary share subject to possible redemption — (0.01 ) (0.01 ) Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 2,092,586 (74,586 ) (643,000 ) 1,375,000 Basic and diluted net (loss) income per share, non-redeemable ordinary shares $ (0.22 ) $ 0.06 $ 0.15 $ (0.01 ) As Adjustments #1 Adjustments #2 As Statement of cash flows for the year ended December 31, 2020 Change in fair value of warrant liabilities — 130,000 — 130,000 Net (loss) income (167,426 ) 130,000 — (37,426 ) Change in value of shares subject to redemption 255,356 — (255,356 ) — Statement of changes in shareholders’ deficit for the year ended December 31, 2020 Ordinary shares subject to possible redemption – ordinary shares – no. of shares 162,322 — (162,322 ) — Ordinary shares subject to possible redemption – ordinary shares – amount 163 — (163 ) — Ordinary shares subject to possible redemption – additional paid-in capital 255,193 — (255,193 ) — Ordinary shares subject to possible redemption – total shareholder’s equity 255,356 — (255,356 ) — Net income (loss) – accumulated deficit (167,426 ) 130,000 — (37,426 ) Net income (loss) – total shareholder’s deficit $ (167,426 ) $ 130,000 $ — $ (37,426 ) |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of considered immaterial to the financial statements | As Adjustments As Balance sheet as of March 31, 2021 Ordinary shares subject to possible redemption 39,631,100 2,533,800 42,164,900 Accumulated deficit (1,935,949 ) (2,533,800 ) (4,469,749 ) Balance sheet as of June 30, 2021 Ordinary shares subject to possible redemption 39,631,100 3,129,333 42,760,433 Accumulated deficit (2,110,390 ) (3,129,333 ) (5,239,723 ) Balance sheet as of September 30, 2021 Ordinary shares subject to possible redemption 39,631,100 3,724,877 43,355,977 Accumulated deficit (2,320,133 ) (3,724,877 ) (6,045,010 ) Statement of operations for the three months ended March 31, 2021 Basic and diluted net (loss) income per share, ordinary share subject to possible redemption (0.00 ) 0.01 0.01 Basic and diluted net loss per share, non-redeemable ordinary shares (0.07 ) (0.06 ) (0.13 ) Statement of operations for the three months ended June 30, 2021 Basic and diluted net income per share, ordinary share subject to possible redemption 0.00 0.01 0.01 Basic and diluted net loss per share, non-redeemable ordinary shares (0.08 ) (0.06 ) (0.14 ) Statement of operations for the six months ended June 30, 2021 Basic and diluted net income per share, ordinary share subject to possible redemption 0.00 0.02 0.02 Basic and diluted net loss per share, non-redeemable ordinary shares (0.15 ) (0.12 ) (0.27 ) Statement of operations for the three months ended September 30, 2021 Basic and diluted net loss per share, ordinary share subject to possible redemption (0.04 ) 0.04 (0.00 ) Basic and diluted net loss per share, non-redeemable ordinary shares (0.04 ) (0.11 ) (0.15 ) Statement of operations for the nine months ended September 30, 2021 Basic and diluted net (loss) income per share, ordinary share subject to possible redemption (0.08 ) 0.10 0.02 Basic and diluted net loss per share, non-redeemable ordinary shares (0.15 ) (0.27 ) (0.42 ) |
Organization and Business Bac_2
Organization and Business Background (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
May 16, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 03, 2021 | Dec. 31, 2020 | [2] | |||
Organization and Business Background (Details) [Line Items] | ||||||||
Price per share (in Dollars per share) | $ 10 | |||||||
Amount placed in trust account | $ 40,989,461 | [1] | $ 40,441,469 | [1],[2] | $ 48,249,909 | |||
Ordinary shares percentage | 3% | 20% | ||||||
Net tangible assets at least | $ 5,000,001 | $ 5,000,001 | ||||||
Ordinary shares (in Shares) | 55,500,000 | |||||||
Liquidation, description | the consummation of this offering to consummate the initial business combination. If the Company does not complete a business combination within 12 months from the consummation of the Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, the Company may extend the period of time to consummate a business combination ten times (for a total of up to 42 months from the consummation of the Public Offering to complete a business combination). As of the date of this report, the Company has extended nine times by an additional three months each time (for a total of up to 39 months from the consummation of the Public Offering to complete a business combination), and so it now has until August 16, 2022 (further extend to November 14, 2022 upon the tenth extension) to consummate a business combination. Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate our initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $0.15 per public share, on or prior to the date of the applicable deadline. The insiders have received non-interest bearing, unsecured promissory notes equal to the amount of any such deposits (i.e., $594,467 for each of the first three extensions since February 2021, $546,991 for each of next two extensions, and $504,431 for the most recent extension in May 2022) that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of the Company’s initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional Private Units at a price of $10.00 per unit. | the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate our initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $0.15 per public share, on or prior to the date of the applicable deadline. The insiders have received non-interest bearing, unsecured promissory notes equal to the amount of any such deposits (i.e., $594,467 for each of the first three extensions and $546,991 for each of the last two extensions) that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of the Company’s initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. | ||||||
Outstanding public shares, percentage | 100% | 100% | ||||||
Fair market value percentage | 80% | |||||||
IPO [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Public offering, shares (in Shares) | 4,600,000 | |||||||
Price per share (in Dollars per share) | $ 10 | |||||||
Initial public offering related costs | $ 2,559,729 | |||||||
Underwriting fees | 2,175,948 | |||||||
Initial public offering cost | 383,781 | |||||||
Business Combination , Description | In connection with any shareholder vote required to approve any business combination, the initial shareholder s have agreed (i) to vote any of their respective shares, including the ordinary shares sold to the initial shareholders in connection with the organization of the Company (the “Initial Shares”), ordinary shares included in the Private Units sold in the private placement, and any ordinary shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the Public Offering, in favor of the initial business combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in. | In connection with any shareholder vote required to approve any Business Combination, the Initial Shareholders have agreed (i) to vote any of their respective shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the Company (the “Initial Shares”), common shares included in the Private Units sold in the Private Placement, and any ordinary shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the Public Offering, in favor of the initial Business Combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in. | ||||||
Incurred initial public offering related costs | 3,373,781 | |||||||
Underwriting fees | $ 2,990,000 | |||||||
Private Placement [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Amount placed in trust account | $ 46,000,000 | $ 46,000,000 | ||||||
Aggregate Stock Consideration [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Price per share (in Dollars per share) | $ 10 | |||||||
Nasdaq [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Business combination, description | The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. | The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. | ||||||
Memorandum and Articles of Association [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Business combination, description | These provisions cannot be amended without the approval of 65% (or 50% if approved in connection with the initial business combination) of the Company’s outstanding ordinary shares attending and voting on such amendment. | These provisions cannot be amended without the approval of 65% (or 50% if approved in connection with the initial business combination) of the Company’s outstanding ordinary shares attending and voting on such amendment. | ||||||
Sponsor [Member] | IPO [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Price per share (in Dollars per share) | $ 10 | |||||||
Purchase of sale of shares in units (in Shares) | 225,000 | |||||||
Net proceeds | $ 46,716,219 | |||||||
Nasdaq [Member] | Business Combination [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Business combination, description | the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the Trust Account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. | (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. | ||||||
[1]included in cash and investments held in trust account on the Company’s consolidated balance sheets.[2]included in cash and investments held in trust account on the Company’s consolidated balance sheets. |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies (Details) [Line Items] | |||
Ordinary shares subject to possible redemption | 3,646,607 | 3,646,607 | 4,600,000 |
Federal depository insurance coverage (in Dollars) | $ 250,000 | $ 250,000 | |
Common Stock [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Ordinary shares subject to possible redemption | 3,646,607 | ||
IPO [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Aggregate shares | 2,412,500 | 2,412,500 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of unaudited consolidated financial statements reflect the activities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
AGBA Merger Sub I Limited (“AMSI”) [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Background | A British Island company Incorporated on November 26, 2021 | A British Island company Incorporated on November 26, 2021 |
Ownership | 100% Owned by AGBA | 100% Owned by AGBA |
AGBA Merger Sub II Limited (“AMSII”) [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Background | A British Island company Incorporated on November 26, 2021 | A British Island company Incorporated on November 26, 2021 |
Ownership | 100% Owned by AGBA | 100% Owned by AGBA |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | $ 40,989,461 | [1] | $ 40,441,469 | [1],[2] | $ 48,249,518 | [2] |
Liabilities: | ||||||
Warrant liabilities | 520,000 | 490,000 | 390,000 | |||
Quoted Prices In Active Markets (Level 1) [Member] | ||||||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | 40,989,461 | [1] | 40,441,469 | [1],[2] | 48,249,518 | [2] |
Liabilities: | ||||||
Warrant liabilities | ||||||
Significant Other Observable Inputs (Level 2) [Member] | ||||||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | [1] | [1],[2] | [2] | |||
Liabilities: | ||||||
Warrant liabilities | ||||||
Significant Other Unobservable Inputs (Level 3) [Member] | ||||||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | [1] | [1],[2] | [2] | |||
Liabilities: | ||||||
Warrant liabilities | $ 520,000 | $ 490,000 | $ 390,000 | |||
[1]included in cash in the cash and investments held in Trust Account on the Company’s unaudited condensed consolidated balance sheets.[2]included in cash and investments held in trust account on the Company’s consolidated balance sheets. |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of net loss per share - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of net loss per share [Abstract] | ||||
Net loss | $ (351,756) | $ (131,804) | $ (769,316) | $ (37,426) |
Accretion of carrying value to redemption value | (547,992) | (595,511) | (4,584,555) | |
Net loss including accretion of carrying value to redemption value | $ (899,728) | $ (727,315) | $ (5,353,871) | $ (37,426) |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Redeemable ordinary shares [Member] | ||||
Numerators: | ||||
Allocation of net loss including carrying value to redemption value | $ (653,367) | $ (549,307) | $ (3,981,368) | $ (28,813) |
Accretion of carrying value to redemption value | 547,992 | 595,511 | 4,584,555 | |
Allocation of net income (loss) | $ (105,375) | $ 46,204 | $ 603,187 | $ (28,813) |
Denominators: | ||||
Weighted-average shares outstanding (in Shares) | 3,646,607 | 4,243,062 | 3,988,613 | 4,600,000 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.03) | $ 0.01 | $ 0.15 | $ (0.01) |
Non-Redeemable ordinary shares [Member] | ||||
Numerators: | ||||
Allocation of net loss including carrying value to redemption value | $ (246,361) | $ (178,008) | $ (1,372,503) | $ (8,613) |
Accretion of carrying value to redemption value | ||||
Allocation of net income (loss) | $ (246,361) | $ (178,008) | $ (1,372,503) | $ (8,613) |
Denominators: | ||||
Weighted-average shares outstanding (in Shares) | 1,375,000 | 13,750,000 | 1,375,000 | 1,375,000 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.18) | $ (0.13) | $ (1) | $ (0.01) |
Cash and Investment Held in T_3
Cash and Investment Held in Trust Account (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
United States Treasury Bills [Member] | |||
Cash and Investment Held in Trust Account (Details) [Line Items] | |||
Held-to-maturity fair value | $ 40,989,461 | $ 40,441,469 | $ 48,249,518 |
Cash [Member] | |||
Cash and Investment Held in Trust Account (Details) [Line Items] | |||
Held-to-maturity fair value | $ 0 | $ 0 | $ 391 |
Cash and Investment Held in T_4
Cash and Investment Held in Trust Account (Details) - Schedule of carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities [Abstract] | |||
U.S. Treasury Securities, Carrying Value | $ 40,989,461 | $ 40,441,469 | $ 48,239,345 |
U.S. Treasury Securities, Gross Unrealized Holding Gain | 10,173 | ||
U.S. Treasury Securities, Fair Value | $ 40,989,461 | $ 40,441,469 | $ 48,249,518 |
Public Offering (Details)
Public Offering (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May 16, 2019 | May 16, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | |
Public Offering (Details) [Line Items] | ||||
Public warrants, description | Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share (the “Public Shares”), one redeemable warrant (the” Public Warrants”) and one right (the “Public Rights”). Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50 per whole share (see Note 6). | |||
Deferred amount per share | $ 0.2 | |||
Deferred discount percentage | 2% | |||
Public Offering [Member] | ||||
Public Offering (Details) [Line Items] | ||||
Public offering, shares | 4,600,000 | 4,600,000 | ||
Price per share | $ 10 | $ 10 | ||
Underwriting discount | $ 1,150,000 | $ 1,150,000 | ||
Percentage of underwriting discount per unit | 2.50% | 2.50% | ||
Additional fee | $ 1,840,000 | $ 1,840,000 | ||
Deferred discount | 2% | 2% | ||
Ordinary share price | $ 0.001 | $ 0.001 | ||
Over-Allotment Units [Member] | ||||
Public Offering (Details) [Line Items] | ||||
Purchase shares | 225,000 | 225,000 | ||
Sponsor [Member] | Public Offering [Member] | ||||
Public Offering (Details) [Line Items] | ||||
Public offering, shares | 210,000 | 210,000 | ||
Price per share | $ 10 | $ 10 | ||
Sponsor [Member] | Over-Allotment Units [Member] | ||||
Public Offering (Details) [Line Items] | ||||
Public offering, shares | 15,000 | 15,000 | ||
Price per share | $ 10 | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
May 09, 2022 | Feb. 07, 2022 | Aug. 11, 2021 | May 11, 2021 | Feb. 05, 2021 | May 11, 2020 | Feb. 22, 2019 | Oct. 31, 2018 | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 29, 2022 | Nov. 03, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||||||||||
Aggregate purchase price | $ 1 | ||||||||||||
Limited exceptions, description | The initial shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their insider shares until, with respect to 50% of the insider shares, the earlier of six months after the consummation of a business combination and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a business combination and, with respect to the remaining 50% of the insider shares, until the six months after the consummation of a business combination, or earlier, in either case, if, subsequent to a business combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares, securities or other property. | The initial shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their insider shares until, with respect to 50% of the insider shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the insider shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares, securities or other property. | |||||||||||
Converted securities | $ 500,000 | $ 500,000 | |||||||||||
Converted of stock price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||
Ordinary shares issued (in Shares) | 55,000 | 55,000 | |||||||||||
Shares issuable upon conversion of rights (in Shares) | 5,000 | 5,000 | |||||||||||
Warrants to purchase ordinary shares (in Shares) | 25,000 | 25,000 | |||||||||||
Converted notes | $ 500,000 | $ 500,000 | |||||||||||
Related party extensions loan, description | The Company initially had 12 months from the consummation of this offering to consummate the initial business combination. However, as of the date of this report, the Company has extended the period of time to consummate a business combination nine times by an additional three months each time (for a total of up to 39 months from the consummation of the Public Offering to complete a business combination). Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust agreement between us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to consummate its initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $0.15 per public share, on or prior to the date of the applicable deadline. The insiders have received non-interest bearing, unsecured promissory notes equal to the amount of any such deposits (i.e., $594,467 for each of the first three extensions since February 2021, $546,991 for each of next two extensions, and $504,431 for the most recent extension in May 2022). Such notes would either be paid upon consummation of its initial business combination, or, at the lender’s discretion, converted upon consummation of its business combination into additional Private Units at a price of $10.00 per unit. | The Company initially had 12 months from the consummation of this offering to consummate the initial business combination. However, the Company has extended the period of time to consummate a business combination eight times (including three times approved by shareholders on February 5, 2021 and two times by shareholders on November 2, 2021) by an additional three months each time (for a total of up to 36 months to complete a business combination). Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust agreement between us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to consummate its initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $ $0.15 per public share, on or prior to the date of the applicable deadline. The insiders have received non-interest bearing, unsecured promissory notes equal to the amount of any such deposits (i.e., $594,467 for each of the first three extensions and $546,991 for each of the last two extensions) Such notes would either be paid upon consummation of its initial business combination, or, at the lender’s discretion, converted upon consummation of its business combination into additional private units at a price of $10.00 per unit. | |||||||||||
Note payable balance | $ 4,257,382 | $ 3,710,390 | |||||||||||
Private unit price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||
Non-interest bearing basis | $ 1,157,787 | $ 952,761 | |||||||||||
Purchase price, per share (in Dollars per share) | $ 10 | ||||||||||||
Note payable | 3,710,390 | $ 1,380,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Issued promissory note | $ 504,431 | ||||||||||||
Purchase price, per share (in Dollars per share) | $ 11.24 | ||||||||||||
AGBA Holding Limited [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Aggregate of ordinary shares (in Shares) | 1,149,000 | ||||||||||||
Purchase price in cash | $ 25,000 | ||||||||||||
General and administrative services | 10,000 | 10,000 | |||||||||||
Balance of related party advances | $ 1,157,787 | $ 952,761 | $ 790,122 | ||||||||||
Sponsor [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Issued promissory note | $ 546,991 | $ 594,467 | $ 594,467 | $ 460,000 | |||||||||
Issued promissory note description | On each of February 5, May 11, August 11, 2021, the Company issued an unsecured promissory note, in an amount of $594,467, to the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until November 16, 2021. | ||||||||||||
Sponsor [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Issued promissory note | $ 546,991 | ||||||||||||
Gordon Lee [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Aggregate of ordinary shares (in Shares) | 1,000 | ||||||||||||
Aggregate purchase price | $ 1 | ||||||||||||
Price per share (in Dollars per share) | $ 0.001 | ||||||||||||
Purchase price, per share (in Dollars per share) | $ 0.001 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
May 16, 2019 | Apr. 29, 2022 | May 16, 2019 | Feb. 22, 2019 | Oct. 31, 2018 | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 03, 2021 | Dec. 31, 2020 | |
Shareholders’ Deficit (Details) [Line Items] | |||||||||
Ordinary shares, authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Aggregate purchase price (in Dollars) | $ 1 | ||||||||
Share price per share (in Dollars per share) | $ 10 | ||||||||
Aggregate shares issued | 1,149,000 | ||||||||
Aggregate purchase price (in Dollars) | $ 25,000 | ||||||||
Ordinary shares, outstanding | 1,375,000 | 1,375,000 | 1,375,000 | ||||||
Ordinary shares, issued | 1,375,000 | 1,375,000 | 1,375,000 | ||||||
Ordinary shares, subject to redemption share | 3,646,607 | 3,646,607 | 4,600,000 | ||||||
Redeemable warrant ordinary share at a price (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||
Fair market value description | The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 150 shares and the fair market value on the date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. | The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 150 shares and the fair market value on the date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. | |||||||
Warrants description | The Company may redeem the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC), in whole and not in part, at a price of $0.01 per warrant:• at any time while the warrants are exercisable,• upon a minimum of 30 days’ prior written notice of redemption,• if, and only if, the last sales price of the ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company send the notice of redemption, and• if, and only if, there is a current registration statement in effect with respect to 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 foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete the redemption. | The Company may redeem the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC), in whole and not in part, at a price of $0.01 per warrant:• at any time while the warrants are exercisable,• upon a minimum of 30 days’ prior written notice of redemption,• if, and only if, the last sales price of the ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company send the notice of redemption, and• if, and only if, there is a current registration statement in effect with respect to 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 foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete the redemption. | |||||||
Holders right, description | each holder of a right will automatically receive one-tenth (1/10) of an ordinary share upon consummation of the initial business combination. In the event the Company will not be the surviving company upon completion of the initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the business combination. | ||||||||
Private Placement [Member] | |||||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||||
Ordinary shares, issued | 225,000 | 225,000 | |||||||
Number of private placement units | 225,000 | 225,000 | |||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | |||||||
Public Offering [Member] | |||||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||||
Share price per share (in Dollars per share) | $ 10 | $ 10 | |||||||
Ordinary share sold units | 4,600,000 | ||||||||
Subsequent Event [Member] | |||||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||||
Share price per share (in Dollars per share) | $ 11.24 | ||||||||
Redeemed shares | 283,736 | ||||||||
Aggregate principal amount (in Dollars) | $ 3,189,193 | ||||||||
Gordon Lee [Member] | |||||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||||
Aggregate shares subscribed | 1,000 | ||||||||
Aggregate purchase price (in Dollars) | $ 1 | ||||||||
Share price per share (in Dollars per share) | $ 0.001 |
Shareholders_ Deficit (Detail_2
Shareholders’ Deficit (Details) - Schedule of changes in accumulated other comprehensive income (“AOCI”) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of changes in accumulated other comprehensive income (“AOCI”) [Abstract] | ||||
Beginning balance | $ 10,173 | $ 10,173 | $ 98,103 | |
Ending balance | 10,173 | |||
Other comprehensive income before reclassifications | 482 | 258,314 | ||
Amounts reclassified from AOCI into interest income | $ (10,655) | $ (10,173) | $ (346,244) |
Ordinary Share Subject to Pos_3
Ordinary Share Subject to Possible Redemption (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 10, 2021 | Feb. 08, 2021 | May 16, 2019 | Apr. 29, 2022 | May 16, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Ordinary Share Subject to Possible Redemption (Details) [Line Items] | ||||||||
Ordinary shares subject to possible redemption | 3,646,607 | 3,646,607 | ||||||
Sale of units price shares | 316,503 | 636,890 | 4,600,000 | 4,600,000 | ||||
Sale of units price per share (in Dollars per share) | $ 10.94 | $ 10.49 | $ 10 | $ 10 | ||||
Aggregate principal amount (in Dollars) | $ 3,462,565 | $ 6,680,520 | ||||||
Ordinary shares subject to possible redemption | 3,646,607 | 3,646,607 | 4,600,000 | |||||
Subsequent Event [Member] | ||||||||
Ordinary Share Subject to Possible Redemption (Details) [Line Items] | ||||||||
Aggregate principal amount (in Dollars) | $ 3,189,193 | |||||||
Redeemed shares | 283,736 | |||||||
Price per share (in Dollars per share) | $ 11.24 |
Ordinary Share Subject to Pos_4
Ordinary Share Subject to Possible Redemption (Details) - Schedule of shares were redeemed by a number of shareholders at a price - shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of shares were redeemed by a number of shareholders at a price [Abstract] | |||
Total ordinary shares issued | 5,975,000 | 5,975,000 | 5,975,000 |
Share issued classified as equity | (1,375,000) | (1,375,000) | (1,375,000) |
Share redemption | (953,393) | (953,393) | |
Ordinary shares, subject to possible redemption | 3,646,607 | 3,646,607 | 4,600,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||||
Private warrants | $ 520,000 | $ 490,000 | $ 390,000 | |
Change in fair value | $ 30,000 | $ 10,000 | $ 100,000 | $ (130,000) |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | $ 40,989,461 | [1] | $ 40,441,469 | [1],[2] | $ 48,249,909 | [2] |
Liabilities: | ||||||
Warrant liabilities | 520,000 | 490,000 | 390,000 | |||
Quoted Prices In Active Markets (Level 1) [Member] | ||||||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | 40,989,461 | [1] | 40,441,469 | [1],[2] | 48,249,909 | [2] |
Liabilities: | ||||||
Warrant liabilities | 520,000 | |||||
Significant Other Observable Inputs (Level 2) [Member] | ||||||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | [1] | [1],[2] | [2] | |||
Liabilities: | ||||||
Warrant liabilities | ||||||
Significant Other Unobservable Inputs (Level 3) [Member] | ||||||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | [1] | [1],[2] | [2] | |||
Liabilities: | ||||||
Warrant liabilities | $ 490,000 | $ 390,000 | ||||
[1]included in cash and investments held in trust account on the Company’s consolidated balance sheets.[2]included in cash and investments held in trust account on the Company’s consolidated balance sheets. |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of the binomial model and Black-Scholes model - Black Scholes Model [Member] - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | May 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | May 16, 2019 | |
Input | ||||||
Share price | $ 11.16 | $ 11.02 | $ 10 | $ 11.02 | $ 10.54 | $ 10 |
Risk-free interest rate | 2.43% | 1.21% | 2.18% | 1.21% | 0.10% | 2.18% |
Volatility | 49% | 47% | 55% | 47% | 45% | 55% |
Exercise price | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 |
Warrant life | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||
Description of right of first refusal to underwriters | Subject to certain conditions, the Company granted Maxim, for a period of 18 months after the date of the consummation of the business combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal, 20% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement for our initial public offering. | Subject to certain conditions, the Company granted Maxim, for a period of 18 months after the date of the consummation of the business combination, a right of first refusal to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal, 20% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement. |
Options Held [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Underwriting agreement, description | The underwriter is entitled to a cash underwriting discount of six and half percent (6.5%), or $0.65 per unit, of the gross proceeds of the initial public offering. Two and one-half percent (2.5%), or $0.25 per share, is not contingent and has been paid at the closing of the initial public offering. Four percent (4.0%), or $0.40 per unit, is contingent on the closing of a business combination and will be deferred by the underwriters and be placed in the Trust Account. Such deferred amount will only be payable to the underwriters upon closing of a business combination. Further, the deferred amount paid to the underwriters upon the closing of a business combination will be reduced by two percent (2.0%), or $0.20 per unit, for each unit that is redeemed by shareholders in connection with the business combination. If the business combination is not consummated, the deferred amount will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred amount. | The underwriters is entitled to a cash underwriting discount of six and half percent (6.5%), or $0.65 per unit, of the gross proceeds of the initial public offering. Two and one-half percent (2.5%), or $0.25 per share, is not contingent and has been paid at the closing of the initial public offering. Four percent (4.0%), or $0.40 per unit, is contingent on the closing of a business combination and will be deferred by the underwriters and be placed in the Trust Account. Such deferred amount will only be payable to the underwriters upon closing of a business combination. Further, the deferred amount paid to the underwriters upon the closing of a business combination will be reduced by two percent (2.0%), or $0.20 per unit, for each unit that is redeemed by shareholders in connection with the business combination. If the business combination is not consummated, the deferred amount will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred amount. |
Options sold, value | $ 100 | $ 100 |
Options to purchase units | 276,000 | 276,000 |
Price per unit | $ 11.5 | $ 11.5 |
Option expiry | May 13, 2024 | May 13, 2024 |
Cash receipt | $ 100 | $ 100 |
Unit purchase option amount | $ 747,960 | $ 747,960 |
Unit purchase option per unit | $ 2.71 | $ 2.71 |
Expected volatility | 35% | 35% |
Risk-free interest rate | 2.18% | 2.18% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||
Apr. 29, 2022 | May 09, 2022 | Feb. 07, 2022 | |
Subsequent Events (Details) [Line Items] | |||
Redeemed by number of shareholders (in Shares) | 283,736 | ||
Price per share (in Dollars per share) | $ 11.24 | ||
Aggregate principal amount | $ 3,189,193 | $ 546,991.05 | |
Unsecured Promissory Note [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Aggregate principal amount | $ 504,431 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Apr. 12, 2021 | |
Condensed Financial Information Disclosure [Abstract] | ||
Warrants issued | 225,000 | |
Net tangible assets | $ 5,000,001 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of reclassification of all public shares to temporary equity | 12 Months Ended |
Dec. 31, 2020 USD ($) $ / shares shares | |
As Previously Reported [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of reclassification of all public shares to temporary equity [Line Items] | |
Warrant liabilities | |
Deferred underwriting compensation | 1,025,948 |
Total liabilities | 3,230,972 |
Ordinary shares subject to possible redemption | 40,723,074 |
Ordinary shares | 2,093 |
Additional paid-in capital | 4,990,205 |
Retained earnings (accumulated deficit) | (2,470) |
Change in fair value of warrant liabilities | |
Net (loss) income | (167,426) |
Change in value of shares subject to redemption | $ 255,356 |
Ordinary shares subject to possible redemption – ordinary shares – no. of shares (in Shares) | shares | 162,322 |
Ordinary shares subject to possible redemption – ordinary shares – amount | $ 163 |
Ordinary shares subject to possible redemption– additional paid-in capital | 255,193 |
Ordinary shares subject to possible redemption – total shareholder’s equity | 255,356 |
Net income (loss) – accumulated deficit | (167,426) |
Net income (loss) – total shareholder’s deficit | $ (167,426) |
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (in Shares) | shares | 2,092,586 |
Basic and diluted net (loss) income per share, non-redeemable ordinary shares (in Dollars per share) | $ / shares | $ (0.22) |
Adjustments #1[Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of reclassification of all public shares to temporary equity [Line Items] | |
Warrant liabilities | $ 390,000 |
Deferred underwriting compensation | |
Total liabilities | 390,000 |
Ordinary shares subject to possible redemption | (390,000) |
Ordinary shares | 37 |
Additional paid-in capital | (160,037) |
Retained earnings (accumulated deficit) | 160,000 |
Change in fair value of warrant liabilities | 130,000 |
Net (loss) income | 130,000 |
Change in value of shares subject to redemption | |
Ordinary shares subject to possible redemption – ordinary shares – no. of shares (in Shares) | shares | |
Ordinary shares subject to possible redemption – ordinary shares – amount | |
Ordinary shares subject to possible redemption– additional paid-in capital | |
Ordinary shares subject to possible redemption – total shareholder’s equity | |
Net income (loss) – accumulated deficit | 130,000 |
Net income (loss) – total shareholder’s deficit | $ 130,000 |
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption (in Shares) | shares | |
Basic and diluted net loss per share, ordinary share subject to possible redemption (in Dollars per share) | $ / shares | |
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (in Shares) | shares | (74,586) |
Basic and diluted net (loss) income per share, non-redeemable ordinary shares (in Dollars per share) | $ / shares | $ 0.06 |
Adjustments #2 [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of reclassification of all public shares to temporary equity [Line Items] | |
Warrant liabilities | |
Deferred underwriting compensation | 814,052 |
Total liabilities | 814,052 |
Ordinary shares subject to possible redemption | 5,666,926 |
Ordinary shares | (755) |
Additional paid-in capital | (4,830,168) |
Retained earnings (accumulated deficit) | (1,650,055) |
Change in fair value of warrant liabilities | |
Net (loss) income | |
Change in value of shares subject to redemption | $ (255,356) |
Ordinary shares subject to possible redemption – ordinary shares – no. of shares (in Shares) | shares | (162,322) |
Ordinary shares subject to possible redemption – ordinary shares – amount | $ (163) |
Ordinary shares subject to possible redemption– additional paid-in capital | (255,193) |
Ordinary shares subject to possible redemption – total shareholder’s equity | (255,356) |
Net income (loss) – accumulated deficit | |
Net income (loss) – total shareholder’s deficit | |
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption (in Shares) | shares | 4,600,000 |
Basic and diluted net loss per share, ordinary share subject to possible redemption (in Dollars per share) | $ / shares | $ (0.01) |
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (in Shares) | shares | (643,000) |
Basic and diluted net (loss) income per share, non-redeemable ordinary shares (in Dollars per share) | $ / shares | $ 0.15 |
As Since The Restated [Member] | |
Restatement of Previously Issued Financial Statements (Details) - Schedule of reclassification of all public shares to temporary equity [Line Items] | |
Warrant liabilities | $ 390,000 |
Deferred underwriting compensation | 1,840,000 |
Total liabilities | 4,435,024 |
Ordinary shares subject to possible redemption | 46,000,000 |
Ordinary shares | 1,375 |
Additional paid-in capital | |
Retained earnings (accumulated deficit) | (1,492,525) |
Change in fair value of warrant liabilities | 130,000 |
Net (loss) income | (37,426) |
Change in value of shares subject to redemption | |
Ordinary shares subject to possible redemption – ordinary shares – no. of shares (in Shares) | shares | |
Ordinary shares subject to possible redemption – ordinary shares – amount | |
Ordinary shares subject to possible redemption– additional paid-in capital | |
Ordinary shares subject to possible redemption – total shareholder’s equity | |
Net income (loss) – accumulated deficit | (37,426) |
Net income (loss) – total shareholder’s deficit | $ (37,426) |
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption (in Shares) | shares | 4,600,000 |
Basic and diluted net loss per share, ordinary share subject to possible redemption (in Dollars per share) | $ / shares | $ (0.01) |
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (in Shares) | shares | 1,375,000 |
Basic and diluted net (loss) income per share, non-redeemable ordinary shares (in Dollars per share) | $ / shares | $ (0.01) |
Significant Accounting Polici_8
Significant Accounting Policies (Details) - Schedule of consolidated financial statements reflect the activities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
AGBA Merger Sub I Limited (“AMSI”) [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Background | A British Island company Incorporated on November 26, 2021 | A British Island company Incorporated on November 26, 2021 |
Ownership | 100% Owned by AGBA | 100% Owned by AGBA |
AGBA Merger Sub II Limited (“AMSII”) [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Background | A British Island company Incorporated on November 26, 2021 | A British Island company Incorporated on November 26, 2021 |
Ownership | 100% Owned by AGBA | 100% Owned by AGBA |
Significant Accounting Polici_9
Significant Accounting Policies (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Significant Accounting Policies (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis [Line Items] | ||||||
U.S. Treasury Securities held in Trust Account | $ 40,989,461 | [1] | $ 40,441,469 | [1],[2] | $ 48,249,518 | [2] |
Warrant liabilities | 520,000 | 490,000 | 390,000 | |||
Quoted Prices In Active Markets (Level 1) [Member] | ||||||
Significant Accounting Policies (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis [Line Items] | ||||||
U.S. Treasury Securities held in Trust Account | 40,989,461 | [1] | 40,441,469 | [1],[2] | 48,249,518 | [2] |
Warrant liabilities | ||||||
Significant Other Observable Inputs (Level 2) [Member] | ||||||
Significant Accounting Policies (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis [Line Items] | ||||||
U.S. Treasury Securities held in Trust Account | [1] | [1],[2] | [2] | |||
Warrant liabilities | ||||||
Significant Other Unobservable Inputs (Level 3) [Member] | ||||||
Significant Accounting Policies (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis [Line Items] | ||||||
U.S. Treasury Securities held in Trust Account | [1] | [1],[2] | [2] | |||
Warrant liabilities | $ 520,000 | $ 490,000 | $ 390,000 | |||
[1]included in cash in the cash and investments held in Trust Account on the Company’s unaudited condensed consolidated balance sheets.[2]included in cash and investments held in trust account on the Company’s consolidated balance sheets. |
Significant Accounting Polic_10
Significant Accounting Policies (Details) - Schedule of net income (loss) per share - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of net income (loss) per share [Abstract] | ||||
Net loss | $ (351,756) | $ (131,804) | $ (769,316) | $ (37,426) |
Accretion of carrying value to redemption value | (547,992) | (595,511) | (4,584,555) | |
Net loss including accretion of carrying value to redemption value | $ (899,728) | $ (727,315) | $ (5,353,871) | $ (37,426) |
Significant Accounting Polic_11
Significant Accounting Policies (Details) - Schedule of net income (loss) per share basic and diluted - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Redeemable Ordinary Shares [Member] | ||||
Numerators: | ||||
Allocation of net loss including carrying value to redemption value | $ (653,367) | $ (549,307) | $ (3,981,368) | $ (28,813) |
Accretion of carrying value to redemption value | 547,992 | 595,511 | 4,584,555 | |
Allocation of net income (loss) | $ (105,375) | $ 46,204 | $ 603,187 | $ (28,813) |
Denominators: | ||||
Weighted-average shares outstanding (in Shares) | 3,646,607 | 4,243,062 | 3,988,613 | 4,600,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.03) | $ 0.01 | $ 0.15 | $ (0.01) |
Non-Redeemable Ordinary Shares [Member] | ||||
Numerators: | ||||
Allocation of net loss including carrying value to redemption value | $ (246,361) | $ (178,008) | $ (1,372,503) | $ (8,613) |
Accretion of carrying value to redemption value | ||||
Allocation of net income (loss) | $ (246,361) | $ (178,008) | $ (1,372,503) | $ (8,613) |
Denominators: | ||||
Weighted-average shares outstanding (in Shares) | 1,375,000 | 13,750,000 | 1,375,000 | 1,375,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.18) | $ (0.13) | $ (1) | $ (0.01) |
Cash and Investment Held in T_5
Cash and Investment Held in Trust Account (Details) - Schedule of carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Available-for-sale marketable securities | |||
U.S. Treasury Securities, Carrying Value | $ 40,989,461 | $ 40,441,469 | $ 48,239,345 |
U.S. Treasury Securities, Gross Unrealized Holding Gain | 10,173 | ||
U.S. Treasury Securities, Fair Value | $ 40,989,461 | $ 40,441,469 | $ 48,249,518 |
Shareholder_s Deficit (Details)
Shareholder’s Deficit (Details) - Schedule of changes in accumulated other comprehensive income (“AOCI”) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of changes in accumulated other comprehensive income (“AOCI”) [Abstract] | ||||
Beginning balance | $ 10,173 | $ 10,173 | $ 98,103 | |
Ending balance | 10,173 | |||
Other comprehensive income before reclassifications | 482 | 258,314 | ||
Amounts reclassified from AOCI into interest income | $ (10,655) | $ (10,173) | $ (346,244) |
Ordinary Share Subject to Pos_5
Ordinary Share Subject to Possible Redemption (Details) - Schedule of ordinary shares subject to possible redemption - shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of ordinary shares subject to possible redemption [Abstract] | |||
Total ordinary shares issued | 5,975,000 | 5,975,000 | 5,975,000 |
Share issued classified as equity | (1,375,000) | (1,375,000) | (1,375,000) |
Share redemption during the year | (953,393) | (953,393) | |
Change in value of ordinary shares subject to redemption | 3,646,607 | 3,646,607 | 4,600,000 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | $ 40,989,461 | [1] | $ 40,441,469 | [1],[2] | $ 48,249,909 | [2] |
Liabilities: | ||||||
Warrant liabilities | 520,000 | 490,000 | 390,000 | |||
Quoted Prices In Active Markets (Level 1) [Member] | ||||||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | 40,989,461 | [1] | 40,441,469 | [1],[2] | 48,249,909 | [2] |
Liabilities: | ||||||
Warrant liabilities | 520,000 | |||||
Significant Other Observable Inputs (Level 2) [Member] | ||||||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | [1] | [1],[2] | [2] | |||
Liabilities: | ||||||
Warrant liabilities | ||||||
Significant Other Unobservable Inputs (Level 3) [Member] | ||||||
Assets: | ||||||
U.S. Treasury Securities held in Trust Account | [1] | [1],[2] | [2] | |||
Liabilities: | ||||||
Warrant liabilities | $ 490,000 | $ 390,000 | ||||
[1]included in cash and investments held in trust account on the Company’s consolidated balance sheets.[2]included in cash and investments held in trust account on the Company’s consolidated balance sheets. |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of the binomial model and Black-Scholes model - Black Scholes Model [Member] - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | May 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | May 16, 2019 | |
Input | ||||||
Share price | $ 11.16 | $ 11.02 | $ 10 | $ 11.02 | $ 10.54 | $ 10 |
Risk-free interest rate | 2.43% | 1.21% | 2.18% | 1.21% | 0.10% | 2.18% |
Volatility | 49% | 47% | 55% | 47% | 45% | 55% |
Exercise price | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 |
Warrant life | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements (Unaudited) (Details) - USD ($) | Feb. 07, 2022 | Nov. 10, 2021 | Feb. 05, 2021 | Nov. 10, 2020 | Aug. 12, 2020 | May 11, 2020 |
Revision of Previously Issued Financial Statements (Unaudited) (Details) [Line Items] | ||||||
Amount deposited into trust account | $ 546,991 | $ 460,000 | $ 460,000 | |||
Sponsor [Member] | ||||||
Revision of Previously Issued Financial Statements (Unaudited) (Details) [Line Items] | ||||||
Amount deposited into trust account | $ 546,991 | $ 594,467 | $ 460,000 |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statements (Unaudited) (Details) - Schedule of considered immaterial to the financial statements - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
As Previously Reported [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Ordinary shares subject to possible redemption (in Dollars) | $ 39,631,100 | $ 39,631,100 | $ 39,631,100 | $ 39,631,100 | $ 39,631,100 |
Accumulated deficit (in Dollars) | $ (2,320,133) | $ (2,110,390) | $ (1,935,949) | $ (2,110,390) | $ (2,320,133) |
Basic and diluted net (loss) income per share, ordinary share subject to possible redemption | $ (0.04) | $ 0 | $ 0 | $ 0 | $ (0.08) |
Basic and diluted net loss per share, non-redeemable ordinary shares | $ (0.04) | $ (0.08) | $ (0.07) | $ (0.15) | $ (0.15) |
Adjustments [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Ordinary shares subject to possible redemption (in Dollars) | $ 3,724,877 | $ 3,129,333 | $ 2,533,800 | $ 3,129,333 | $ 3,724,877 |
Accumulated deficit (in Dollars) | $ (3,724,877) | $ (3,129,333) | $ (2,533,800) | $ (3,129,333) | $ (3,724,877) |
Basic and diluted net (loss) income per share, ordinary share subject to possible redemption | $ 0.04 | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.1 |
Basic and diluted net loss per share, non-redeemable ordinary shares | $ (0.11) | $ (0.06) | $ (0.06) | $ (0.12) | $ (0.27) |
As Revised [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Ordinary shares subject to possible redemption (in Dollars) | $ 43,355,977 | $ 42,760,433 | $ 42,164,900 | $ 42,760,433 | $ 43,355,977 |
Accumulated deficit (in Dollars) | $ (6,045,010) | $ (5,239,723) | $ (4,469,749) | $ (5,239,723) | $ (6,045,010) |
Basic and diluted net (loss) income per share, ordinary share subject to possible redemption | $ 0 | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.02 |
Basic and diluted net loss per share, non-redeemable ordinary shares | $ (0.15) | $ (0.14) | $ (0.13) | $ (0.27) | $ (0.42) |