Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Brilliant Acquisition Corp | |
Trading Symbol | BRLI | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,477,208 | |
Amendment Flag | false | |
Entity Central Index Key | 0001787518 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39341 | |
Entity Incorporation, State or Country Code | D8 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 99 Dan Ba Road | |
Entity Address, Address Line Two | C-9 | |
Entity Address, Address Line Three | Putuo District | |
Entity Address, City or Town | Shanghai | |
Entity Address, Country | CN | |
City Area Code | (86) | |
Local Phone Number | 021-80125497 | |
Title of 12(b) Security | Ordinary Shares, no par value per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Address, Postal Zip Code | 00000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Current assets – cash | $ 154,255 | $ 283,403 |
Prepaid expenses and other current assets | 154,450 | |
Marketable securities held in Trust Account | 41,496,970 | 47,387,687 |
Total Current Assets | 41,806,675 | 47,671,090 |
Total Assets | 41,806,675 | 47,671,090 |
Current liabilities | ||
Accounts payable and accrued expenses | 234,070 | 309,597 |
Due to related party | 570,600 | 500 |
Promissory note – related party | 2,259,427 | 1,624,833 |
Total Current Liabilities | 3,064,097 | 1,934,930 |
Derivative warrant liabilities | 175,438 | 180,479 |
Total Liabilities | 3,239,535 | 2,115,409 |
Commitments | ||
Ordinary shares subject to possible redemption, 3,966,208 and 4,600,000 shares as of March 31, 2022 and December 31, 2021, respectively | 39,482,376 | 46,007,687 |
Shareholders’ Deficit | ||
Preferred shares, no par value; unlimited shares authorized, no shares issued and outstanding | ||
Ordinary shares, no par value; unlimited shares authorized; 1,511,000 and 1,511,000 shares issued and outstanding (excluding 3,966,208 and 4,600,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021,respectively | 3,880,288 | 3,880,288 |
Accumulated deficit | (4,796,524) | (4,332,294) |
Total Shareholders’ Deficit | (915,236) | (452,006) |
Total Liabilities, and Shareholders’ Deficit | $ 41,806,675 | $ 47,671,090 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, subject to possible redemption | 3,966,208 | 4,600,000 |
Preferred stock, par value (in Dollars per share) | ||
Preferred stock, shares authorized | unlimited | unlimited |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Ordinary stock, par value (in Dollars per share) | ||
Ordinary stock, shares authorized | unlimited | unlimited |
Ordinary stock, shares issued | 1,511,000 | 1,511,000 |
Ordinary stock, shares outstanding | 1,511,000 | 1,511,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Operating costs | $ 469,271 | $ 78,411 |
Loss from operations | (469,271) | (78,411) |
Other income: | ||
Changes in fair value of derivative warrant liabilities | 5,041 | 56,901 |
Interest income | 3,948 | 1,137 |
Total other income | 8,989 | 58,038 |
Net loss | $ (460,282) | $ (20,373) |
Weighted average shares outstanding, basic and diluted (in Shares) | 6,040,579 | 6,111,000 |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.08) | $ 0 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) | Ordinary Shares | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 3,880,288 | $ (3,725,480) | $ 154,808 |
Balance (in Shares) at Dec. 31, 2020 | 1,511,000 | ||
Net loss | (20,373) | (20,373) | |
Balance at Mar. 31, 2021 | $ 3,880,288 | (3,745,853) | 134,435 |
Balance (in Shares) at Mar. 31, 2021 | 1,511,000 | ||
Balance at Dec. 31, 2021 | $ 3,880,288 | (4,332,294) | (452,006) |
Balance (in Shares) at Dec. 31, 2021 | 1,511,000 | ||
Change in value of ordinary shares subject to possible redemption | (3,948) | (3,948) | |
Net loss | (460,282) | (460,282) | |
Balance at Mar. 31, 2022 | $ 3,880,288 | $ (4,796,524) | $ (916,236) |
Balance (in Shares) at Mar. 31, 2022 | 1,511,000 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (460,282) | $ (20,373) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Changes in fair value of derivative warrant liabilities | (5,041) | (56,901) |
Interest earned on marketable securities held in Trust Account | (3,948) | (1,137) |
Prepaid expenses and other current assets | (154,450) | (13,953) |
Accounts payable and accrued expenses | (75,527) | 6,500 |
Net cash used in operating activities | (699,248) | (85,864) |
Cash Flows from Investing Activities: | ||
Purchase of investment held in Trust Account | (634,594) | |
Disbursement of cash from Trust Account | 6,529,259 | |
Net cash used in investing activities | 5,894,665 | |
Cash Flows from Financing Activities: | ||
Advance from related party | 570,100 | |
Proceeds from promissory note – related parties | 634,594 | |
Repayment of redemption of 633,792 shares | (6,529,259) | |
Net cash (used in) provided by financing activities | (5,324,565) | |
Net Change in Cash | (129,148) | (85,864) |
Cash – Beginning | 283,403 | 712,817 |
Cash – Ending | 154,255 | 626,953 |
Supplemental Non-cash disclosure of cash flow information: | ||
Change in value of ordinary shares subject to possible redemption | $ 3,948 | $ 1,137 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows (Parentheticals) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Redemption of shares | $ 633,792 | $ 633,792 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Brilliant Acquisition Corporation (the “Company”) is a blank check company incorporated in the British Virgin Islands on May 24, 2019. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that have their primary operations located in the Asia Pacific region. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. At March 31, 2022, the Company had not yet commenced any operations. All activity through March 31, 2022, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income earned from investing the proceeds derived from the Initial Public Offering that have been placed in a trust account as described below. The registration statement for the Company’s Initial Public Offering was declared effective on June 23, 2020. On June 26, 2020, the Company consummated the Initial Public Offering of 4,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $40,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 240,000 Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to the Company’s sponsor, Nisun Investment Holding Limited (the “Sponsor”), generating gross proceeds of $2,400,000, which is described in Note 4. Following the closing of the Initial Public Offering on June 26, 2020, an amount of $40,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. On June 29, 2020, the underwriters notified the Company of their intention to exercise their over-allotment option in full. As such, on June 30, 2020, the Company consummated the sale of an additional 600,000 Units, at $10.00 per Unit, and the sale of an additional 21,000 Private Units, at $10.00 per Private Unit, generating total gross proceeds of $6,210,000. A total of $6,000,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $46,000,000. Transaction costs amounted to $2,069,154 consisting of $1,610,000 of underwriting fees and $459,154 of other offering costs. In addition, on March 31, 2022, cash of $154,255 was held outside of the Trust Account (as defined above) and is available for the payment of offering costs and for working capital purposes. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, but increased to an additional approximately $0.46 per Unit in connection with extensions of the period of time in which the Company may consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Sponsor, officers, directors and the Company’s business combination advisor, New Lighthouse Investment Limited, (the “initial shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5), the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. Founder Shares and Private Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. Prior to the amendment and restatement of the Articles of Association, the Company had 12 months from the closing of its Initial Public Offering (or until June 25, 2021) to consummate a Business Combination. However, if the Company was not able to consummate a Business Combination by June 25, 2021, the Company could extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees were required to deposit into the Trust Account $460,000 or $0.10 per Unit, up to an aggregate of $1,380,000, or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months Special Meeting As of the date of this report, the Company was not able to consummate a Business Combination, and extended the period time to consummate a Business Combination four times. Accordingly, the Sponsor made the first deposit of $460,000 on June 22, 2021, the second deposit of $460,000 on September 20, 2021, the third deposit of $460,000 on December 23, 2021 to extend the period of time to consummate its initial business combination by total 13 months from June 25, 2021 until March 23, 2022. On March 18, 2022, the shareholders of the Company approved the extension of the period of time the Company has to consummate its initial business combination by a further four months, or until July 23, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 633,792 ordinary shares. As a result, an aggregated of $6,529,259 (or approximately $10.30 per share) was released from the Trust Account to pay such shareholders. The Sponsor deposited a net amount of $634,594 into the trust account, representing $0.16 per public ordinary share that was not redeemed in connection with the shareholder vote to approve the extension. The sponsor initially deposited $736,000 and $101,406 was returned to the Sponsor on March 28, 2022 due to the fact that the shareholders elected to redeem an aggregate of 633,792 shares in connection with the Special Meeting. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Management’s Plan As of March 31, 2022, the Company had $154,255 cash held in its operating bank account, $41,496,970 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $2,755,392. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern ” the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination. The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or July 23, 2022, the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by shareholders). While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Proposed Business Combination - Nukkleus Inc. On February 22, 2022, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company and Nukkleus Inc., a Delaware corporation (“Nukkleus”). Upon consummation of the transactions contemplated by the Merger Agreement, Nukkleus would become the parent company of Brilliant (“PubCo”), with Nukkleus stockholders owning approximately 66% and former shareholders of the Company owning approximately 34% of the shares of PubCo issued and outstanding immediately after closing (the “PubCo Shares”), assuming no redemptions from Brilliant’s trust account. The transactions contemplated by the Merger Agreement, are hereinafter referred to as the “Business Combination.” The Merger Agreement and the transactions contemplated thereby have been approved by the boards of directors of each of Brilliant and Nukkleus. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTI NG POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 10, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited consolidated financial statements included in the aforementioned Form 10-K. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $154,255 in cash and non-cash equivalents and all held in its operating bank account as of March 31, 2022. The Company had $283,403 in cash and non-cash equivalents and $282,903 held in its operating bank account as of December 31, 2021. Marketable securities held in Trust Account As of March 31, 2022 and December 31, 2021 substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills. The Company had $41,496,970 and 47,387,687 in Marketable securities held in the Trust Account as of March 31, 2022 and December 31, 2021, respectively. 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. Conditionally redeemable ordinary share (including ordinary share 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 share is classified as stockholders’ equity. The Company’s Public Shares Public Shares Public Shares The Public Shares the Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid in capital, or in the absence of additional capital, in accumulated deficit. As of March 31, 2022 and December 31, 2021, the ordinary shares reflected in the balance sheets is reconciled in the following table: Ordinary shares subject to possible redemption as of January 1, 2021 $ 46,000,000 Add: Accretion of carrying value to redemption value 7,687 Ordinary shares subject to possible redemption as of December 31,2021 $ 46,007,687 Less: redemption of 633,792 shares (6,529,259 ) Add: Accretion of carrying value to redemption value 3,948 Ordinary shares subject to possible redemption as of March 31, 2022 39,482,376 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. Net Loss Per Ordinary Share Net loss per share is computed by dividing net Loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The redeemable ordinary shares are included in the denominator of the EPS calculation reflecting a single class of common shares. This is because the redemption feature for all of the ordinary shares is at fair value, and therefore it does not create a different class of shares or other EPS adjustment (i.e. no adjustment to the numerator). The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the shares could be sold on the open market. Three Months Ended 2022 2021 Net loss $ (460,282 ) $ (20,373 ) Weighted average shares outstanding, basic and diluted 6,040,579 6,111,000 Basic and diluted net loss per ordinary share $ (0.08 ) $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under ASC Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its Initial Public Offering, the Company sold 4,600,000 Units (including underwriters’ full exercise over-allotment option 6,000,000 Unit) consisting with one ordinary share, one right (“Public Right”), and one warrant (“Public Warrant”) (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company sold 261,000 Private Units (see Note 4), consisting with 261,000 ordinary shares, 261,000 warrants (“Private Warrant”) and 261,000 rights (“Private Right). The Company accounted for its Public Warrant, Public Right and Private Right as equity instruments. The Company accounted for Private Warrants as liability instruments. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature except for derivative warrant liabilities. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the statement of operations as incurred. The Company sold 261,000 Private Warrants in connection to its Initial Public Offering (“Liability Warrant”) (see Note 4). All of the Company’s outstanding Liability Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the Warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. There are no other ASUs being adopted. Other than the above, there are no other recently issued accounting standards which are applicable to the Company. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering Disclosure [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 4,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right entitles the holder to 1/10 of an ordinary share upon consummation of a Business Combination (see Note 7). Each Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share (see Note 7). On June 30, 2020, the underwriters fully exercised their over-allotment option to purchase an additional 600,000 Units at $10.00 per Unit. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 240,000 Private Units at a price of $10.00 per Private Unit, or $2,400,000, from the Company in a private placement. As a result of the underwriters’ election to fully exercise their over-allotment option on June 30, 2020, the Sponsor purchased an additional 21,000 Private Units, at a purchase price of $10.00 per Private Unit, for an aggregate purchase price of $210,000. The proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the Units sold in the Initial Public Offering, except for the private warrants (“Private Warrants”), as described in Note 8. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants and private rights will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In May, August and September 2019, the Company issued an aggregate of 1,150,000 founder shares (the “Founder Shares”) to the initial shareholders for an aggregate purchase price of $25,000 in cash. The Founder Shares included an aggregate of up to 150,000 shares subject to forfeiture by the initial shareholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the initial shareholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial shareholders did not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities). On June 30, 2020, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, 150,000 Founder Shares are no longer subject to forfeiture. The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, , or earlier, if, subsequent to a Business Combination, the Company consummates a subsequent 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 for cash, securities or other property. Promissory Note – Related Party and Due to Related Party On August 21, 2019, as amended on December 31, 2019, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $243,833 was outstanding under the Promissory Note as of June 26, 2020. The note was non-interest bearing and payable on the earlier of (i) June 30, 2020 or (ii) the consummation of the Initial Public Offering. Proceeds from the close of the Initial Public Offering cleared in the bank account of the Company on June 29, 2020. On August 13, 2020, the Promissory Note was amended such that it is due and payable on October 31, 2020 and effective as of the date of the consummation of the Initial Public Offering, June 26, 2020. On November 12, 2020 the Promissory Note was amended such that it is due and payable on May 31, 2021 and was made effective as of October 30, 2020. On June 18, 2021 the Promissory Note was amended such that it is due and payable on September 30, 2021 and was made effective as of May 31, 2021. On October 1, 2021, the Promissory Note was amended such that it is due and payable on the date on which we consummate our initial business combination and was made effective as of October 1, 2021. As discussed in Note 1, prior to the amendment and restatement of the Articles of Association, the Company could extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees were required to deposit into the Trust Account $460,000 ($0.10 per Unit), up to an aggregate of $1,380,000 or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months extension. Any such payments would be made in the form of a loan. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the initial shareholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. On June 21, 2021, we issued an unsecured promissory note to our sponsor (the Promissory Note II), pursuant to which we could borrow up to an aggregate principal amount of $460,000. The note was non-interest bearing and payable on the earlier of (i) September 30, 2021 or (ii) the consummation of our initial business combination. On October 1, 2021, the Promissory Note was amended such that it is due and payable on the date on which we consummate our initial business combination and was made effective as of October 1, 2021. The amount of $460,000 was outstanding under the Promissory Note II as of March 31, 2022. On September 21, 2021, we issued an unsecured promissory note to our sponsor (the Promissory Note III), pursuant to which we could borrow up to an aggregate principal amount of $461,000, of which $461,000 was outstanding under the Promissory Note III as of March 31, 2022. The $460,000 was borrowed for the three months extension deposit until December 23, 2021 and the other $1,000 was borrowed for the trust account management expense. The note was non-interest bearing and payable on the date on which we consummate our initial business combination. On December 23, 2021, we issued an unsecured promissory note to our sponsor (the Promissory Note IV), pursuant to which we could borrow up to an aggregate principal amount of $460,000. We borrowed $460,500 in total, including the $460,000 under the Promissory Note IV for the three months extension deposit until March 23, 2022 and $500 due to related party for the trust account management expense. The amount of $460,000 was outstanding under the Promissory Note IV as of March 31, 2022. The note was non-interest bearing and payable on the date on which we consummate our initial business combination. On March 20, 2022, we issued an unsecured promissory note to our sponsor (the Promissory Note V), pursuant to which we could borrow up to an aggregate principal amount of $634,594. The sponsor initially deposited $736,000 on March 18, 2022, and $101,406 was returned to the sponsor on March 28, 2022 due to the fact that the Company’s shareholders elected to redeem an aggregate of 633,792 shares in connection with the Special Meeting. As of the date of the issuance of this report, $634,594 was outstanding under the Promissory Note V. The note is non-interest bearing and payable on the date on which we consummate our initial business combination. Advance from related party As of March 31, 2022, the Sponsor advanced $570,600 to the Company for working capital purposes. For the three months ended March 31, 2022, the Company borrowed $570,100 to pay for operating costs and expenses related to the Business Combinationn. |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on June 23, 2020, the holders of the Founder Shares, Representative Shares (as defined in Note 7), Private Units (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) will be entitled to registration rights pursuant to a registration rights agreement. The holders of 25% of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, EarlyBirdCapital, Inc. (“EarlyBirdCapital”) may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day option to purchase up to 600,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On June 30, 2020, the underwriters fully exercised their over-allotment option to purchase an additional 600,000 Units at $10.00 per Unit. The underwriters were paid a cash underwriting discount of three and one half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $1,400,000. In connection with the underwriters’ exercise of their over-allotment option in full on June 30, 2020, the underwriters were paid an additional cash underwriting discount of $210,000. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering, or $1,610,000, provided, however, that the this fee shall be reduced by an aggregate amount equal to 1.5% of the dollar amount of the Company’s securities purchased prior to the closing of the Business Combination by investors that: (i) are introduced to EarlyBirdCapital by the Company (or any of its direct or indirect affiliates); (ii) have not been previously introduced to a SPAC initial public offering by EarlyBirdCapital; (iii) continue to hold the Company’s ordinary shares through the closing of a Business Combination, and (iv) do not exercise redemption rights with respect thereto in connection with such Business Combination. In addition, the Company will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in a Business Combination if EarlyBirdCapital introduces the Company to the target business with which the Company completes a Business Combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110(c)(3)(B)(ii). |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Ordinary Shares Rights If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of ordinary shares underlying the rights. Warrants — The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, 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. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. Representative Shares EarlyBirdCapital and its designees purchased 100,000 ordinary shares (the “Representative Shares) for an aggregate price of $10.00. The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $2,200 based upon the price of the Founder Shares issued to the initial shareholders. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or rights to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE WARRANT LIABILITIES | NOTE 8. DERIVATIVE WARRANT LIABILITIES As of March 31, 2022 and December 31, 2021, the Company had 261,000 Private Warrants outstanding. The Private Warrants are recognized as warrant liabilities and subsequently measured at fair value. The Private Warrants will be identical to the Public Warrants (see Note 7) underlying the Units being sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. As noted in Note 8, the Company has concluded that its Private Warrants should be presented as liabilities with subsequent fair value remeasurement. Accordingly, the fair value of the Private Warrants was classified from Level 1 measurement to Level 3 measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value of held to maturity securities as follows. Level March 31, 2022 December 31, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 41,496,970 $ 47,387,687 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 175,438 $ 180,479 The fair value of the Private Warrants was estimated using Binomial model for the three months ended March 31, 2022 and three months March 31, 2021, respectively. For the three months ended March 31, 2022 and 2021 on the statements of operations, the Company recognized a decrease of $5,041 and $56,901 in the fair value of warrant liabilities presented respectively, as change in fair value of derivative warrant liabilities on the accompanying statement of operations. For the three months ended March 31, 2022, and 2021 on the statements of operations, the Company recognized a decrease of $5,041 and $56,901 in the fair value of warrant liabilities presented respectively, as change in fair value of derivative warrant liabilities on the accompanying statement of operations, respectively. The estimated fair value of the Private Warrants is determined using Level 3 inputs. Inherent in these valuations are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical and implied volatilities of select peer companies as well as its own that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: March 31, December 31, Volatility 8.15 % 10.50 % Share price 10.35 10.20 Expected life of the warrants to convert 5.31 5.56 Risk free rate 2.47 % 1.37 % Dividend yield 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2022 and 2021 were as below Derivative Warrant Liabilities as of December 31, 2020 $ 247,634 Change in fair value of derivative warrant liabilities (56,901 ) Derivative Warrant Liabilities as of March 31, 2021 $ 190,733 Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 Change in fair value of derivative warrant liabilities (5,041 ) Derivative Warrant Liabilities as of March 31, 2022 $ 175,438 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 10, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from our audited consolidated financial statements included in the aforementioned Form 10-K. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $154,255 in cash and non-cash equivalents and all held in its operating bank account as of March 31, 2022. The Company had $283,403 in cash and non-cash equivalents and $282,903 held in its operating bank account as of December 31, 2021. |
Marketable securities held in Trust Account | Marketable securities held in Trust Account As of March 31, 2022 and December 31, 2021 substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills. The Company had $41,496,970 and 47,387,687 in Marketable securities held in the Trust Account as of March 31, 2022 and December 31, 2021, respectively. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable ordinary share (including ordinary share 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 share is classified as stockholders’ equity. The Company’s Public Shares Public Shares Public Shares The Public Shares the Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid in capital, or in the absence of additional capital, in accumulated deficit. As of March 31, 2022 and December 31, 2021, the ordinary shares reflected in the balance sheets is reconciled in the following table: Ordinary shares subject to possible redemption as of January 1, 2021 $ 46,000,000 Add: Accretion of carrying value to redemption value 7,687 Ordinary shares subject to possible redemption as of December 31,2021 $ 46,007,687 Less: redemption of 633,792 shares (6,529,259 ) Add: Accretion of carrying value to redemption value 3,948 Ordinary shares subject to possible redemption as of March 31, 2022 39,482,376 |
Income Taxes | 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per share is computed by dividing net Loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The redeemable ordinary shares are included in the denominator of the EPS calculation reflecting a single class of common shares. This is because the redemption feature for all of the ordinary shares is at fair value, and therefore it does not create a different class of shares or other EPS adjustment (i.e. no adjustment to the numerator). The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the shares could be sold on the open market. Three Months Ended 2022 2021 Net loss $ (460,282 ) $ (20,373 ) Weighted average shares outstanding, basic and diluted 6,040,579 6,111,000 Basic and diluted net loss per ordinary share $ (0.08 ) $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Financial Instruments | Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under ASC Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its Initial Public Offering, the Company sold 4,600,000 Units (including underwriters’ full exercise over-allotment option 6,000,000 Unit) consisting with one ordinary share, one right (“Public Right”), and one warrant (“Public Warrant”) (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company sold 261,000 Private Units (see Note 4), consisting with 261,000 ordinary shares, 261,000 warrants (“Private Warrant”) and 261,000 rights (“Private Right). The Company accounted for its Public Warrant, Public Right and Private Right as equity instruments. The Company accounted for Private Warrants as liability instruments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature except for derivative warrant liabilities. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities are recognized in the statement of operations as incurred. The Company sold 261,000 Private Warrants in connection to its Initial Public Offering (“Liability Warrant”) (see Note 4). All of the Company’s outstanding Liability Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the Warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. There are no other ASUs being adopted. Other than the above, there are no other recently issued accounting standards which are applicable to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of ordinary shares reflected in the balance sheets | Ordinary shares subject to possible redemption as of January 1, 2021 $ 46,000,000 Add: Accretion of carrying value to redemption value 7,687 Ordinary shares subject to possible redemption as of December 31,2021 $ 46,007,687 Less: redemption of 633,792 shares (6,529,259 ) Add: Accretion of carrying value to redemption value 3,948 Ordinary shares subject to possible redemption as of March 31, 2022 39,482,376 |
Schedule of loss per ordinary share | Three Months Ended 2022 2021 Net loss $ (460,282 ) $ (20,373 ) Weighted average shares outstanding, basic and diluted 6,040,579 6,111,000 Basic and diluted net loss per ordinary share $ (0.08 ) $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of the valuation inputs | Level March 31, 2022 December 31, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 41,496,970 $ 47,387,687 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 175,438 $ 180,479 |
Schedule of Level 3 fair value measurements inputs | March 31, December 31, Volatility 8.15 % 10.50 % Share price 10.35 10.20 Expected life of the warrants to convert 5.31 5.56 Risk free rate 2.47 % 1.37 % Dividend yield 0.00 % 0.00 % |
Schedule of fair value of the derivative warrant liabilities | Derivative Warrant Liabilities as of December 31, 2020 $ 247,634 Change in fair value of derivative warrant liabilities (56,901 ) Derivative Warrant Liabilities as of March 31, 2021 $ 190,733 Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 Change in fair value of derivative warrant liabilities (5,041 ) Derivative Warrant Liabilities as of March 31, 2022 $ 175,438 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Feb. 22, 2022 | Mar. 28, 2022 | Dec. 23, 2021 | Sep. 20, 2021 | Jun. 30, 2020 | Jun. 29, 2020 | Jun. 26, 2020 | Mar. 31, 2022 | Mar. 18, 2022 | Jun. 22, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||
Net proceeds of initial public offering | $ 40,000,000 | |||||||||
Transaction costs | $ 2,069,154 | |||||||||
Underwriting fees | 1,610,000 | |||||||||
Other offering cost | 459,154 | |||||||||
Cash in trust account | $ 154,255 | |||||||||
Fair market value, percentage | 80.00% | |||||||||
Trust account price per share (in Dollars per share) | $ 10 | |||||||||
Redemption percentage | 15.00% | |||||||||
Sponsor to first account | $ 460,000 | |||||||||
Sponsor to second deposit | $ 460,000 | |||||||||
Sponsor of third deposit | $ 460,000 | |||||||||
Aggregate of ordinary shares (in Shares) | 633,792 | |||||||||
Aggregated amount | $ 6,529,259 | |||||||||
Per share (in Dollars per share) | $ 10.3 | |||||||||
Deposit | $ 736,000 | |||||||||
Deposit returned | $ 101,406 | $ 101,406 | ||||||||
Aggregate shares (in Shares) | 633,792 | |||||||||
Trust account per share value | $ 10 | |||||||||
Company bank account | 154,255 | |||||||||
Cash held in the trust account | 41,496,970 | |||||||||
Working capital | $ 2,755,392 | |||||||||
Stockholders owning percentage | 66.00% | |||||||||
Shareholders owning percentage | 34.00% | |||||||||
IPO [Member] | ||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||
Consummated sale of units (in Shares) | 4,000,000 | |||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||
Gross proceeds | $ 40,000,000 | $ 2,400,000 | ||||||||
Sale of private units (in Shares) | 240,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||
Gross proceeds | $ 210,000 | |||||||||
Brilliant [Member] | ||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ 0.16 | |||||||||
Deposit | $ 634,594 | |||||||||
Sponsor [Member] | ||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ 0.46 | |||||||||
Business Combination [Member] | ||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||||||
Business combination net tangible assets | $ 5,000,001 | |||||||||
Business combination, description | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). | |||||||||
Business Combination [Member] | IPO [Member] | ||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||
Business combination, description | In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees were required to deposit into the Trust Account $460,000 or $0.10 per Unit, up to an aggregate of $1,380,000, or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months Special Meeting As of the date of this report, the Company was not able to consummate a Business Combination, and extended the period time to consummate a Business Combination four times. | |||||||||
Business Combination [Member] | Over-Allotment Option [Member] | ||||||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||||||
Business combination, description | the underwriters notified the Company of their intention to exercise their over-allotment option in full. As such, on June 30, 2020, the Company consummated the sale of an additional 600,000 Units, at $10.00 per Unit, and the sale of an additional 21,000 Private Units, at $10.00 per Private Unit, generating total gross proceeds of $6,210,000. A total of $6,000,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $46,000,000. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Mar. 28, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Non cash equivalents (in Dollars) | $ 154,255 | $ 282,903 | |
Cash and non-cash equivalents (in Dollars) | 283,403 | ||
Marketable securities held in the trust account (in Dollars) | $ 41,496,970 | $ 47,387,687 | |
Aggregate of shares | 633,792 | ||
Subject to possible redemption of shares | 3,966,208 | 4,600,000 | |
Ordinary shares, per share (in Dollars per share) | $ 10 | ||
Federal deposit insurance coverage (in Dollars) | $ 250,000 | ||
Financial Instruments [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares issued | 4,600,000 | ||
Over-Allotment Option [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares issued | 6,000,000 | ||
Initial Public Offering [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares issued | 261,000 | ||
Private Warrant [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares issued | 261,000 | ||
Initial public offering of warrants | 261,000 | ||
Private Rights [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares issued | 261,000 | ||
Ordinary Shares [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares issued | 261,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the balance sheets - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of ordinary shares reflected in the balance sheets [Abstract] | ||
Ordinary shares subject to possible redemption as of January 1, 2021 | $ 46,007,687 | $ 46,000,000 |
Add: Accretion of carrying value to redemption value | 7,687 | |
Ordinary shares subject to possible redemption as of December 31,2021 | $ 46,007,687 | |
Less: redemption of 633,792 shares | (6,529,259) | |
Add: Accretion of carrying value to redemption value | 3,948 | |
Ordinary shares subject to possible redemption as of March 31, 2022 | 39,482,376 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the balance sheets (Parentheticals) | 3 Months Ended |
Mar. 31, 2022shares | |
Schedule of ordinary shares reflected in the balance sheets [Abstract] | |
Redemption of shares | 633,792 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of loss per ordinary share - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of loss per ordinary share [Abstract] | ||
Net loss | $ (460,282) | $ (20,373) |
Weighted average shares outstanding, basic and diluted | 6,040,579 | 6,111,000 |
Basic and diluted net loss per ordinary share | $ (0.08) | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2022 | |
Public Warrant [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Exercise price | $ 11.5 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued (in Shares) | 4,000,000 | |
Price per unit | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per unit | $ 10 | |
Additional purchase units (in Shares) | 600,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Jun. 30, 2020 | Mar. 31, 2022 | |
Over-Allotment Option [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase | 21,000 | |
Price of per private unit | $ 10 | |
Aggregate purchase price | $ 210,000 | |
Sponsor [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase | 240,000 | |
Price of per private unit | $ 10 | |
Aggregate purchase price | $ 2,400,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 23, 2022 | Mar. 28, 2022 | Jun. 30, 2020 | Sep. 30, 2019 | Aug. 31, 2019 | May 31, 2019 | Mar. 31, 2022 | Dec. 23, 2021 | Mar. 20, 2022 | Mar. 18, 2022 | Sep. 21, 2021 | Jun. 21, 2021 | Dec. 31, 2019 | Aug. 21, 2019 |
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Outstanding promissory note | $ 736,000 | |||||||||||||
Business acquisition description of trust account | In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees were required to deposit into the Trust Account $460,000 ($0.10 per Unit), up to an aggregate of $1,380,000 or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months extension. | |||||||||||||
Borrowed | $ 460,000 | |||||||||||||
Trust account management expense | $ 500 | $ 1,000 | ||||||||||||
Deposit returned | $ 101,406 | $ 101,406 | ||||||||||||
Aggregate shares (in Shares) | 633,792 | |||||||||||||
Working capital | $ 570,600 | |||||||||||||
Operating costs and expenses | 570,100 | |||||||||||||
IPO [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | $ 300,000 | |||||||||||||
Outstanding promissory note | $ 243,833 | |||||||||||||
Promissory Note II [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Outstanding promissory note | $ 460,000 | |||||||||||||
Holder [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Ownership percentage | 25.00% | |||||||||||||
Founder Shares [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Shares subject to forfeiture (in Shares) | 1,150,000 | 1,150,000 | 1,150,000 | |||||||||||
Aggregate purchase price in cash | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||
Shares subject to forfeiture (in Shares) | 150,000 | |||||||||||||
Business combination description | The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, , or earlier, if, subsequent to a Business Combination, the Company consummates a subsequent 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 for cash, securities or other property. | |||||||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Shares subject to forfeiture (in Shares) | 150,000 | |||||||||||||
Founder Shares [Member] | Holder [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Ownership percentage | 20.00% | |||||||||||||
Promissory Note II [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | $ 460,000 | |||||||||||||
Promissory Note II [Member] | IPO [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Outstanding promissory note | 461,000 | |||||||||||||
Promissory Note III [Member] | IPO [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | $ 461,000 | |||||||||||||
Promissory Note IV [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | 460,000 | |||||||||||||
Outstanding promissory note | $ 460,000 | |||||||||||||
Borrowed | 460,500 | |||||||||||||
Promissory Note IV [Member] | IPO [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | $ 460,000 | |||||||||||||
Promissory Note V [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | $ 634,594 | |||||||||||||
Outstanding promissory note | $ 634,594 |
Commitments (Details)
Commitments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2020 | |
Commitments (Details) [Line Items] | ||
Registration rights, description | Notwithstanding the foregoing, EarlyBirdCapital, Inc. (“EarlyBirdCapital”) may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | |
Cash fee equal percentage | 1.00% | |
Holder [Member] | ||
Commitments (Details) [Line Items] | ||
Ownership percentage | 25.00% | |
Underwriting Agreement [Member] | ||
Commitments (Details) [Line Items] | ||
Additional Units (in Shares) | 600,000 | |
Purchase an additional units (in Shares) | 600,000 | |
Additional share per unit (in Dollars per share) | $ 10 | |
Cash underwriting discount percentage | 3.50% | |
Gross proceeds value (in Dollars) | $ 1,400,000 | |
Additional cash underwriting discount (in Dollars) | $ 210,000 | |
Business Combination [Member] | ||
Commitments (Details) [Line Items] | ||
Business combination marketing agreement description | The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering, or $1,610,000, provided, however, that the this fee shall be reduced by an aggregate amount equal to 1.5% of the dollar amount of the Company’s securities purchased prior to the closing of the Business Combination by investors that: (i) are introduced to EarlyBirdCapital by the Company (or any of its direct or indirect affiliates); (ii) have not been previously introduced to a SPAC initial public offering by EarlyBirdCapital; (iii) continue to hold the Company’s ordinary shares through the closing of a Business Combination, and (iv) do not exercise redemption rights with respect thereto in connection with such Business Combination. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shareholders' Equity (Details) [Line Items] | ||
Ordinary shares, shares issued | 1,511,000 | 1,511,000 |
Ordinary stock, shares outstanding | 1,511,000 | 1,511,000 |
Warrants expiry term | 5 years | |
Aggregate price per share (in Dollars per share) | $ 10 | |
Ordinary Shares [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Ordinary shares, shares issued | 1,511,000 | |
Ordinary stock, shares outstanding | 1,511,000 | |
Ordinary shares, subject to possible redemption | 4,600,000 | 3,966,208 |
Purchase of ordinary shares | 100,000 | |
Private Warrants [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Description of warrants for redemption | The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, 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. | |
Founder Shares [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Fair value price (in Dollars) | $ 2,200 | |
Business Combination [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Business combination description | In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Private warrants outstanding | 261,000 | 261,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Decrease in fair value of warrant liabilities | $ 5,041 | $ 56,901 |
Warrant liabilities | $ 5,041 | $ 56,901 |
Dividend rate description | The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Assets: | ||
Trust Account – U.S. Treasury Securities Money Market Fund | $ 41,496,970 | $ 47,387,687 |
Level 3 [Member] | ||
Liabilities: | ||
Derivative Warrant Liability – Private Warrant | $ 175,438 | $ 180,479 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements inputs - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of Level 3 fair value measurements inputs [Abstract] | ||
Volatility | 8.15% | 10.50% |
Share price (in Dollars per share) | $ 10.35 | $ 10.2 |
Expected life of the warrants to convert | 5 years 3 months 21 days | 5 years 6 months 21 days |
Risk free rate | 2.47% | 1.37% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of fair value of the derivative warrant liabilities [Abstract] | ||
Derivative warrant liabilities at beginning | $ 180,479 | $ 247,634 |
Change in fair value of derivative warrant liabilities | (5,041) | (56,901) |
Derivative Warrant Liabilities at ending | $ 175,438 | $ 190,733 |