Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 23, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Malacca Straits Acquisition Co Ltd | |
Trading Symbol | MLAC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001807594 | |
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 | 001-39383 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | Unit 601-2 | |
Entity Address, Address Line Two | St. George’s Building | |
Entity Address, City or Town | 2 Ice House Street Central | |
Entity Address, Country | HK | |
Entity Address, Postal Zip Code | N/A | |
City Area Code | +852 | |
Local Phone Number | 21060888 | |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 4,705,551 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 3,593,750 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 34,414 | $ 112,687 |
Prepaid expenses and other current assets | 44,625 | |
Total Current Assets | 79,039 | 112,687 |
Cash and marketable securities held in Trust Account | 47,515,889 | 143,849,320 |
TOTAL ASSETS | 47,594,928 | 143,962,007 |
Current Liabilities | ||
Accounts payable and accrued expenses | 240,337 | 228,477 |
Promissory notes – related party | 1,032,500 | 600,000 |
Promissory note - working capital | 134,834 | |
Class A ordinary shares tendered for redemption (See Note 6) | 96,694,490 | |
Total Current Liabilities | 1,407,671 | 97,522,967 |
Derivative warrant liabilities | 1,632,697 | 4,728,384 |
Deferred underwriting fee payable | 5,031,250 | 5,031,250 |
Total Liabilities | 8,071,618 | 107,282,601 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, 4,705,551 at $10.09 per share as of March 31, 2022 and December 31, 2021, respectively | 47,479,010 | 47,055,510 |
Shareholders’ Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 359 | 359 |
Additional paid-in capital | ||
Accumulated deficit | (7,956,059) | (10,376,463) |
Total Shareholders’ Deficit | (7,955,700) | (10,376,104) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 47,594,928 | $ 143,962,007 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preference shares,par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, authorized | 1,000,000 | 1,000,000 |
Preference shares, issued | ||
Preference shares, outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption | 4,705,551 | 4,705,551 |
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 10.09 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 3,593,750 | 3,593,750 |
Ordinary Shares, outstanding | 3,593,750 | 3,593,750 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Operating costs | $ 189,342 | $ 291,157 |
Loss from operations | (189,342) | (291,157) |
Other income: | ||
Interest income – bank | 1 | |
Interest earned on investments held in Trust Account | 4,129 | 17,139 |
Change in fair value of derivative warrant liabilities | 3,095,687 | 3,707,880 |
Net income | $ 2,910,474 | $ 3,433,863 |
Weighted average shares outstanding of Class A redeemable ordinary shares (in Shares) | 5,350,181 | 14,375,000 |
Basic and diluted net income per share, Class A redeemable ordinary shares (in Dollars per share) | $ 0.33 | $ 0.19 |
Weighted average shares outstanding of Class B non-redeemable ordinary shares (in Shares) | 3,593,750 | 3,593,750 |
Basic and diluted net income per share, Class B non-redeemable ordinary shares (in Dollars per share) | $ 0.33 | $ 0.19 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 359 | $ (16,426,929) | $ (16,426,570) | ||
Balance (in Shares) at Dec. 31, 2020 | 3,593,750 | ||||
Net income | 3,433,863 | 3,433,863 | |||
Balance at Mar. 31, 2021 | $ 359 | (12,993,066) | (12,992,707) | ||
Balance (in Shares) at Mar. 31, 2021 | 3,593,750 | ||||
Balance at Dec. 31, 2021 | $ 359 | (10,376,463) | (10,376,104) | ||
Balance (in Shares) at Dec. 31, 2021 | 3,593,750 | ||||
Net income | 2,910,474 | 2,910,474 | |||
Accretion of shares subject to redemption | (423,500) | (423,500) | |||
Accretion of shares tendered for redemption | (66,570) | (66,570) | |||
Balance at Mar. 31, 2022 | $ 359 | $ (7,956,059) | $ (7,955,700) | ||
Balance (in Shares) at Mar. 31, 2022 | 3,593,750 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,910,474 | $ 3,433,863 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (4,129) | (17,139) |
Change in fair value of derivative warrant liabilities | (3,095,687) | (3,707,880) |
Prepaid expenses and other current assets | (44,625) | (989) |
Accounts payable and accrued expenses | 11,860 | 182,852 |
Net cash used in operating activities | (222,107) | (109,293) |
Cash Flows from Investing Activities: | ||
Extension payments made into Trust Account | (423,500) | |
Withdrawal from trust account upon redemption of 9,669,449 ordinary shares | 96,761,060 | |
Net cash provided by investing activities | 96,337,560 | |
Cash Flows from Financing Activities: | ||
Proceeds from promissory notes – related party | 567,334 | |
Redemption of 9,669,449 Class A ordinary shares | (96,761,060) | |
Net cash used in financing activities | (96,193,726) | |
Net Change in Cash | (78,273) | (109,293) |
Cash – Beginning | 112,687 | 730,837 |
Cash – Ending | $ 34,414 | $ 621,544 |
Condensed Statements of Cash _2
Condensed Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Trust account upon redemption of ordinary shares | $ 9,669,449 | $ 9,669,449 |
Redemption of ordinary shares | $ 9,669,449 | $ 9,669,449 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | Note 1 — Description of Organization and Business Operations Malacca Straits Acquisition Company Limited (formerly known as “Bilbao Street Limited,” the “Company”) was incorporated in the Cayman Islands on July 17, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company changed its name to “Malacca Straits Acquisition Company Limited” on February 26, 2020. While the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company is focusing its search on businesses that are currently part of Southeast Asian business conglomerates in the media, food processing, renewable energy and healthcare industries. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. All activity through March 31, 2022 relates to the Company’s formation, the initial public offering (the “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 generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on July 14, 2020. On July 17, 2020, the Company consummated the Initial Public Offering of 12,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $125,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to Malacca Straits Management Company Limited (the “Sponsor”), generating gross proceeds of $4,000,000, which is described in Note 3. Following the closing of the Initial Public Offering on July 17, 2020, an amount of $125,000,000 ($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 Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States, which has been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association then in effect (the “Amended and Restated Memorandum and Articles of Association”) to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity and (iii) the redemption of all of the Public Shares if the Company is unable to complete its initial Business Combination within the Combination Period, subject to applicable law. On July 21, 2020, the underwriters exercised their over-allotment option in full, resulting in an additional 1,875,000 Units issued for an aggregate amount of $18,750,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 375,000 Private Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $375,000. A total of $18,750,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $143,750,000. Transaction costs amounted to $8,394,954, consisting of $2,875,000 of underwriting fees, $5,031,250 of deferred underwriting fees and $488,704 of other offering costs. Transaction costs of $186,456 attributable to the warrants were expensed during the year ended December 31, 2020. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of the Nasdaq Stock Market LLC, the stock exchange the Company lists its securities on, require that the Company’s initial Business Combination must be with one or more target businesses that have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target 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 complete a Business Combination successfully. The Company will provide the holders of its issued and outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes payable), divided by the number of then issued and outstanding Public Shares. The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and after payment of underwriters’ fees and commissions or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 4) and Public Shares held by it in favor of approving a Business Combination. Additionally, public shareholders may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of the Company’s Business Combination and (ii) their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period). On December 27, 2021, the Company held its 2021 annual general meeting of shareholders and approved, among other things, an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination (the “Extension Amendment”). The Extension Amendment extended the date by which the Company must consummate a Business Combination from January 17, 2022 (which was 18 months from the closing of the Initial Public Offering) to October 17, 2022 (or such earlier date as determined by the board). In connection with the Extension Amendment, shareholders holding 9,669,449 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account (the “Extension Redemption”). On January 7, 2022, the Company paid from the Trust Account an aggregate amount of $96,761,060, or approximately $10.00 per share to redeeming shareholders in the Extension Redemption. For each one-month extension, the Sponsor agreed to contribute, as a loan, to the Company $0.03 for each Public Share not redeemed in connection with the Extension Amendment (the “Contribution”). Monthly Contributions in the amount of $141,167 are payable monthly through the Company’s extension date in October 2022 (if the Sponsor fully extends the term the Company has to complete an initial Business Combination). For the three months ended March 31, 2022, $423,500 was borrowed under the Promissory Notes (see Note 4) and deposited in the Trust Account. The Sponsor has the sole discretion whether to continue extending for additional calendar months until October 17, 2022. The Company must consummate a Business Combination between January 17, 2022 and October 17, 2022 (if the Sponsor fully extends the term the Company has to complete an initial Business Combination) (the “Combination Period”). If the Company has not completed 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 not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) 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 (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of March 31, 2022, the Company had approximately $34,000 in its operating bank accounts available to fund a Business Combination. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”) (see Note 4). As discussed in Note 4, the Sponsor has advanced the Company $1,167,334 through March 31, 2022 and an additional $282,333 subsequent to March 31, 2022 under the agreements for the Promissory Notes (as defined in Note 4). In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination. 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. Additionally, the Company has determined that if the Company is unable to complete a Business Combination during the Combination Period, then the Company will cease all operations except for the purpose of liquidating. The Company’s liquidity requirements, date for mandatory liquidation and subsequent redemption of shares raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation date. |
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 Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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 interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report Filed on Form 10-K filed by the Company with the SEC on March 31, 2022. 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 interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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 events. One of the more significant accounting estimates included in the accompanying unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, and redemption of a portion of Class A ordinary shares in January 2022, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected in the accompanying unaudited condensed balance sheets are reconciled in the following table: March 31, 2022 December 31, Gross proceeds $ 143,750,000 $ 143,750,000 Less: Proceeds allocated to Public Warrants (3,090,625 ) (3,090,625 ) Class A ordinary shares issuance costs (8,208,498 ) (8,208,498 ) Plus: Accretion of carrying value to redemption value 11,299,123 11,299,123 Class A ordinary shares subject to possible redemption $ 143,750,000 143,750,000 Class A ordinary shares tendered for redemption - (96,694,490 ) Accretion of shares tendered for redemption 66,570 Class A ordinary shares redeemed from the Trust Account (96,761,060 ) - Accretion of shares subject to redemption 423,500 - Class A ordinary shares subject to possible redemption $ 47,479,010 $ 47,055,510 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $8,394,954 of which $8,208,498 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $186,486 of costs allocated to the warrants were charged to operations. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes Option Pricing Model (see Note 8). For periods subsequent to the detachment of the Public Warrants (as defined in Note 3) from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as each relevant date. Income Taxes FASB ASC Topic 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits 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 is considered to be an exempted Cayman 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 Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Income or loss is allocated on a pro rata basis to each of the two classes of ordinary shares. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,562,500 Class A ordinary shares in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,650,185 $ 1,260,289 $ 2,747,090 $ 686,773 Denominator: Basic and diluted weighted average shares outstanding 5,350,181 3,593,750 11,793,478 3,593,750 Basic and diluted net income per ordinary share $ 0.33 $ 0.33 $ 0.19 $ 0.19 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 Deposit Insurance Corporation maximum coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the Company’s accompanying unaudited condensed balance sheet, primarily due to their short-term nature, except for derivative warrant liabilities (see Note 8). The Company invests in U.S. Treasury securities with are comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company follows the guidance in ASC 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. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 12,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). On July 21, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 1,875,000 Units at a price of $10.00 per Unit. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 4 — Related Party Transactions Founder Shares In March 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,875,000 Class B ordinary shares (the “Founder Shares”). In June 2020, the Company declared a share dividend of 0.25 of a share for each Class B ordinary share in issue, resulting in the Sponsor holding an aggregate of 3,593,750 Founder Shares. All shares have been retroactively stated to reflect the share dividend. The Founder Shares included an aggregate of up to 468,750 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. In connection with the underwriters’ exercise of the over-allotment option in full, 468,750 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination or (ii) subsequent to a Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,000,000. On July 21, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Sponsor purchased an additional 375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The Private Placement Warrants were deemed to be derivative warrant liabilities at issuance and recorded at fair value. Amounts paid by the Sponsor in excess of the warrants fair value ($2,473,094) was treated as a capital contribution. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering being held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. Promissory Notes – Related Party On March 31, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $246,330 was repaid upon the closing of the Initial Public Offering on July 17, 2020. The Company has issued three unsecured promissory notes in the amount of up to $300,000, $300,000, and $1,297,500 each, which were issued on August 2, 2021, October 20, 2021, and March 29, 2022 respectively (the “Promissory Notes”). The Promissory Notes are non-interest bearing and payable at the earlier of (i) the date on which the initial Business Combination is completed and (ii) the date of liquidation of the Company. The Promissory Notes are not convertible into equity or warrants. As of March 31, 2022 and December 31, 2021, the Company had $1,032,500 and $600,000, respectively, in outstanding borrowings under the Promissory Notes, including $300,000 under each of the August 2, 2021 and October 20, 2021 notes and $432,500 under the March 29, 2022 note. Subsequent to March 31, 2022, the Sponsors funded an additional $282,333 under the Promissory Notes. The Company issued an unsecured promissory note, dated March 29, 2022, in the amount of up to $1,000,000, to the Sponsor (the “Working Capital Note”). The proceeds of the Working Capital Note will be used for costs in connection with the Company’s initial Business Combination or as general working capital. The Working Capital Note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the initial Business Combination is consummated and (ii) the date of the Company’s liquidation. The Working Capital Note is not convertible into equity or warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. At March 31, 2022 and December 31, 2021, the Company had $134,834 and nil, respectively, in outstanding borrowings under the Working Capital Note. The outstanding borrowings on the Working Capital Note are included in the “Promissory notes – related party” line item on the accompanying unaudited condensed balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required as Working Capital Loans. If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 5 — Commitments and Contingencies Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management is continuing to evaluate the impact of the ongoing military conflict between Russia and Ukraine and has concluded that while it is reasonably possible that the conflict 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 these financial statements. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on July 14, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,500,000 in the aggregate. As a result of the underwriters’ election to exercise their over-allotment in full on July 21, 2020, the underwriters were paid an additional cash underwriting discount of $375,000. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. A portion of such amount, not to exceed 25% of the total amount of the deferred fee held in the Trust Account, may be re-allocated or paid to unaffiliated thirds parties that assist the Company in consummating a Business Combination. The election to re-allocate or make any such payments to unaffiliated third parties will be solely at the discretion of the Company’s management team, and such unaffiliated third parties will be selected by the management team in their sole and absolute discretion. |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Deficit | Note 6 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS | Note 7 — Warrants At March 31, 2022, December 31, 2021, and March 31, 2021, the Company had 7,187,500 Public Warrants and 4,375,000 Private Placement Warrants outstanding. At March 31, 2022, December 31, 2021, and March 31, 2021, the fair value of the Public Warrants was $1,006,969, $2,923,156 and $5,246,156, respectively, and the fair value of the Private Placement Warrants was $625,728, $1,805,228 and $3,232,224, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering or (b) 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Company’s Business Combination, the Company will use its best efforts to file, and within 60 business days following the Business Combination to have declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes 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 Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public 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 Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A 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 Class A ordinary 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor 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 its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 $18.00 per share redemption trigger price 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 Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement 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 and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement 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 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Trust Account investments in money market funds are presented at fair value. At March 31, 2022, assets held in the Trust Account were comprised of $518 in cash and $47,515,371 in Money market funds invested in U.S. Treasury securities. During the period ended March 31, 2022, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Money Market Funds invested in U.S. Treasury securities 1 $ 47,515,371 At December 31, 2021, assets held in the Trust Account were comprised of $178 in cash and $143,849,142 in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. In January 2022, $96,761,060 was withdrawn from the account to redeem Class A ordinary shares tendered for redemption. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Money Market Funds 1 $ 143,849,142 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The fair value of the derivative warrant liabilities at March 31, 2022 are as follows: Description Level Fair Derivative Warrant Liabilities – Public Warrants 1 $ 1,006,969 Derivative Warrant Liabilities – Private Placement Warrants 3 625,728 $ 1,632,697 The fair value of the derivative warrant liabilities at December 31, 2021 are as follows: Description Level Fair Derivative Warrant Liabilities – Public Warrants 1 $ 2,923,156 Derivative Warrant Liabilities – Private Placement Warrants 3 1,805,228 $ 4,728,384 The Public Warrants were valued using quoted prices in an active market. Private Warrants The Private Placement Warrants were valued using a Modified Black Scholes Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes Model uses a Black Scholes Option Pricing Model that is modified to reduce the value of the Private Placement Warrants for a discount on the lack of marketability of the instrument as well as for the probability of consummation of the Business Combination. The primary unobservable inputs utilized in determining the fair value of the Private Placement Warrants is the discount for lack of marketability and the probability of consummation of the Business Combination. The key inputs into the Modified Black Scholes Model for the Private Warrants were as follows at March 31, 2022: Input March 31, Expected term (years) 0.27 Expected volatility 1.6 % Risk-free interest rate 2.42 % Exercise price $ 11.50 Fair value of the ordinary share stock price $ 10.11 The key inputs into the Modified Black Scholes Model for the Private Warrants were as follows at December 31, 2021: Input December 31, Expected term (years) 0.40 Expected volatility 6.6 % Risk-free interest rate 1.30 % Exercise price $ 11.50 Fair value of the ordinary share price $ 10.21 The following table presents the changes in the fair value of the Private Placement Warrant liabilities: Private Fair value as of January 1, 2021 $ 4,639,385 Change in fair value of derivative warrant liabilities (1,407,161 ) Fair value as of March 31, 2021 $ 3,232,224 Fair value as of January 1, 2022 $ 1,805,228 Change in fair value of derivative warrant liabilities (1,179,500 ) Fair value as of March 31, 2022 $ 625,728 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. There were no transfers of Level 3 assets or liabilities for the three months ended March 31, 2022 or 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the accompanying unaudited condensed balance sheet date up to the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, except as disclosed in Note 4, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the accompanying 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 financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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 interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report Filed on Form 10-K filed by the Company with the SEC on March 31, 2022. 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 interim 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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 events. One of the more significant accounting estimates included in the accompanying unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, and redemption of a portion of Class A ordinary shares in January 2022, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A ordinary shares reflected in the accompanying unaudited condensed balance sheets are reconciled in the following table: March 31, 2022 December 31, Gross proceeds $ 143,750,000 $ 143,750,000 Less: Proceeds allocated to Public Warrants (3,090,625 ) (3,090,625 ) Class A ordinary shares issuance costs (8,208,498 ) (8,208,498 ) Plus: Accretion of carrying value to redemption value 11,299,123 11,299,123 Class A ordinary shares subject to possible redemption $ 143,750,000 143,750,000 Class A ordinary shares tendered for redemption - (96,694,490 ) Accretion of shares tendered for redemption 66,570 Class A ordinary shares redeemed from the Trust Account (96,761,060 ) - Accretion of shares subject to redemption 423,500 - Class A ordinary shares subject to possible redemption $ 47,479,010 $ 47,055,510 |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $8,394,954 of which $8,208,498 were charged to shareholders’ equity upon the completion of the Initial Public Offering and $186,486 of costs allocated to the warrants were charged to operations. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the Private Placement Warrants was estimated using a Modified Black-Scholes Option Pricing Model (see Note 8). For periods subsequent to the detachment of the Public Warrants (as defined in Note 3) from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as each relevant date. |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits 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 is considered to be an exempted Cayman 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 Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Income or loss is allocated on a pro rata basis to each of the two classes of ordinary shares. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,562,500 Class A ordinary shares in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,650,185 $ 1,260,289 $ 2,747,090 $ 686,773 Denominator: Basic and diluted weighted average shares outstanding 5,350,181 3,593,750 11,793,478 3,593,750 Basic and diluted net income per ordinary share $ 0.33 $ 0.33 $ 0.19 $ 0.19 |
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 Deposit Insurance Corporation maximum coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the Company’s accompanying unaudited condensed balance sheet, primarily due to their short-term nature, except for derivative warrant liabilities (see Note 8). The Company invests in U.S. Treasury securities with are comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company follows the guidance in ASC 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
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 condensed balance sheets | March 31, 2022 December 31, Gross proceeds $ 143,750,000 $ 143,750,000 Less: Proceeds allocated to Public Warrants (3,090,625 ) (3,090,625 ) Class A ordinary shares issuance costs (8,208,498 ) (8,208,498 ) Plus: Accretion of carrying value to redemption value 11,299,123 11,299,123 Class A ordinary shares subject to possible redemption $ 143,750,000 143,750,000 Class A ordinary shares tendered for redemption - (96,694,490 ) Accretion of shares tendered for redemption 66,570 Class A ordinary shares redeemed from the Trust Account (96,761,060 ) - Accretion of shares subject to redemption 423,500 - Class A ordinary shares subject to possible redemption $ 47,479,010 $ 47,055,510 |
Schedule of basic and diluted net income per ordinary share | Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,650,185 $ 1,260,289 $ 2,747,090 $ 686,773 Denominator: Basic and diluted weighted average shares outstanding 5,350,181 3,593,750 11,793,478 3,593,750 Basic and diluted net income per ordinary share $ 0.33 $ 0.33 $ 0.19 $ 0.19 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | Level Fair Money Market Funds invested in U.S. Treasury securities 1 $ 47,515,371 Level Fair Money Market Funds 1 $ 143,849,142 |
Schedule of fair value of the derivative warrant liabilities | Description Level Fair Derivative Warrant Liabilities – Public Warrants 1 $ 1,006,969 Derivative Warrant Liabilities – Private Placement Warrants 3 625,728 $ 1,632,697 Description Level Fair Derivative Warrant Liabilities – Public Warrants 1 $ 2,923,156 Derivative Warrant Liabilities – Private Placement Warrants 3 1,805,228 $ 4,728,384 |
Schedule of black scholes model for the private warrants | Input March 31, Expected term (years) 0.27 Expected volatility 1.6 % Risk-free interest rate 2.42 % Exercise price $ 11.50 Fair value of the ordinary share stock price $ 10.11 Input December 31, Expected term (years) 0.40 Expected volatility 6.6 % Risk-free interest rate 1.30 % Exercise price $ 11.50 Fair value of the ordinary share price $ 10.21 |
Schedule of changes in the fair value of the private placement warrant liabilities | Private Fair value as of January 1, 2021 $ 4,639,385 Change in fair value of derivative warrant liabilities (1,407,161 ) Fair value as of March 31, 2021 $ 3,232,224 Fair value as of January 1, 2022 $ 1,805,228 Change in fair value of derivative warrant liabilities (1,179,500 ) Fair value as of March 31, 2022 $ 625,728 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 21, 2020 | Jul. 17, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2022 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Gross proceed | $ 143,750,000 | $ 143,750,000 | |||
Percentage of redeem public shares | 100.00% | ||||
Deposit of trust account | $ 18,750,000 | ||||
Bringing aggregate proceeds | 143,750,000 | ||||
Transaction costs | 8,394,954 | ||||
Underwriting fees | 2,875,000 | ||||
Deferred underwriting fees | 5,031,250 | ||||
Other underwriting expense | $ 488,704 | ||||
Percentage of fair market value | 80.00% | ||||
Percentage of business combination | 50.00% | ||||
Interest public shares (in Dollars per share) | $ 10 | ||||
Net tangible assets least | $ 5,000,001 | ||||
Percentage of public shares | 15.00% | ||||
Due amount | $ 96,694,490 | ||||
Amount borrowed of promissory notes | 423,500 | ||||
Interest dissolution expenses | $ 100,000 | ||||
Public offering price per Unit (in Dollars per share) | $ (10) | ||||
Trust account per public share (in Dollars per share) | $ 10 | ||||
Operating bank accounts | 34,000 | ||||
Advances from sponsor | 1,167,334 | ||||
Warrant [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Transaction costs | $ 186,456 | ||||
Initial Public Offering [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Initial public offering (in Shares) | 12,500,000 | ||||
Gross proceed | $ 125,000,000 | ||||
Amount of net proceeds from sale of units | $ 125,000,000 | ||||
Net proceeds per share (in Dollars per share) | $ 10 | ||||
Shareholders holdings public shares (in Shares) | 9,669,449 | ||||
Aggregate amount paid | $ 96,761,060 | ||||
Redeeming shareholder price (in Dollars per share) | $ 10 | ||||
Extension payment of per share (in Dollars per share) | $ 0.03 | ||||
Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Underwriters exercised | 1,875,000 | ||||
Issued of aggregate amount | 18,750,000 | ||||
Private Placement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Sale of additional | $ 375,000 | ||||
Shares issued price per share (in Dollars per share) | $ 1 | ||||
Generating total proceeds | $ 375,000 | ||||
Private Placement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Sale of stock, Description | Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to Malacca Straits Management Company Limited (the “Sponsor”), generating gross proceeds of $4,000,000, which is described in Note 3. | ||||
Forecast [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Due amount | $ 141,167 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs amount | $ 8,394,954 |
Ordinary shares issuance costs | 8,208,498 |
Warrants changed to operations | 186,486 |
Federal Deposit Insurance Corporation maximum coverage | $ 250,000 |
Class A Ordinary Shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Shares purchased (in Shares) | shares | 11,562,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the condensed balance sheets - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of ordinary shares reflected in the condensed balance sheets [Abstract] | ||
Gross proceeds | $ 143,750,000 | $ 143,750,000 |
Proceeds allocated to Public Warrants | (3,090,625) | (3,090,625) |
Class A ordinary shares issuance costs | (8,208,498) | (8,208,498) |
Accretion of carrying value to redemption value | 11,299,123 | 11,299,123 |
Class A ordinary shares subject to possible redemption | 143,750,000 | 143,750,000 |
Class A ordinary shares tendered for redemption | (96,694,490) | |
Accretion of shares tendered for redemption | 66,570 | |
Class A ordinary shares redeemed from the Trust Account | (96,761,060) | |
Accretion of shares subject to redemption | 423,500 | |
Class A ordinary shares subject to possible redemption | $ 47,479,010 | $ 47,055,510 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per ordinary share - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 1,650,185 | $ 2,747,090 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 5,350,181 | 11,793,478 |
Basic and diluted net income per ordinary share | $ 0.33 | $ 0.19 |
Class B [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 1,260,289 | $ 686,773 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 3,593,750 | 3,593,750 |
Basic and diluted net income per ordinary share | $ 0.33 | $ 0.19 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 3 Months Ended |
Jul. 21, 2021 | Mar. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | ||
Common stock price per shares | $ 1 | |
Public Warrant [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Common stock price per shares | $ 11.5 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock, units (in Shares) | 12,500,000 | |
Price per share unit | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of additional units sold (in Shares) | 1,875,000 | |
Price per share unit | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 02, 2021 | Jul. 21, 2020 | Jul. 17, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2022 | May 11, 2022 | Dec. 31, 2021 | Oct. 20, 2021 |
Related Party Transactions (Details) [Line Items] | |||||||||
Shares subject to forfeiture (in Shares) | 468,750 | ||||||||
Percentage of shares issued and outstanding | 20.00% | ||||||||
Number of founder shares (in Shares) | 468,750 | ||||||||
Business combination term | 1 year | ||||||||
Price per warrant (in Dollars per share) | $ 1 | ||||||||
Aggregate principal amount | $ 300,000 | ||||||||
Outstanding balance | $ 246,330 | ||||||||
Outstanding borrowings | $ 300,000 | $ 1,032,500 | $ 600,000 | $ 432,500 | |||||
Working capital loan | $ 1,500,000 | ||||||||
Private Placement Warrant [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase of warrant (in Shares) | 4,000,000 | ||||||||
Price per warrant (in Dollars per share) | $ 1 | ||||||||
Aggregate purchase price | $ 4,000,000 | ||||||||
Private placement, description | in connection with the underwriters’ exercise of the over-allotment option in full, the Sponsor purchased an additional 375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The Private Placement Warrants were deemed to be derivative warrant liabilities at issuance and recorded at fair value. Amounts paid by the Sponsor in excess of the warrants fair value ($2,473,094) was treated as a capital contribution. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7) | ||||||||
Business combination, description | The Company issued an unsecured promissory note, dated March 29, 2022, in the amount of up to $1,000,000, to the Sponsor (the “Working Capital Note”). The proceeds of the Working Capital Note will be used for costs in connection with the Company’s initial Business Combination or as general working capital. The Working Capital Note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the initial Business Combination is consummated and (ii) the date of the Company’s liquidation. The Working Capital Note is not convertible into equity or warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. At March 31, 2022 and December 31, 2021, the Company had $134,834 and nil, respectively, in outstanding borrowings under the Working Capital Note. | ||||||||
Class B Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares consideration (in Shares) | 2,875,000 | ||||||||
Dividend [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share price (in Dollars per share) | $ 0.25 | ||||||||
Class A Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share price (in Dollars per share) | $ 12 | ||||||||
Subsequent Event [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Additional funds from sponsor | $ 282,333 | ||||||||
Promissory Note One [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Unsecured promissory note | 300,000 | ||||||||
Promissory Note Two [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Unsecured promissory note | 300,000 | ||||||||
Promissory Note Three [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Unsecured promissory note | $ 1,297,500 | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Amount of sponsor paid | $ 25,000 | ||||||||
Aggregate shares (in Shares) | 3,593,750 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |
Underwriting agreement description | The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,500,000 in the aggregate. As a result of the underwriters’ election to exercise their over-allotment in full on July 21, 2020, the underwriters were paid an additional cash underwriting discount of $375,000. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. A portion of such amount, not to exceed 25% of the total amount of the deferred fee held in the Trust Account, may be re-allocated or paid to unaffiliated thirds parties that assist the Company in consummating a Business Combination. |
Over-Allotment Option [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Aggregate underwriting amount | $ 2,500,000 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) | 3 Months Ended | |
Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares | |
Shareholders’ Deficit (Details) [Line Items] | ||
Preference shares authorized | 1,000,000 | 1,000,000 |
Preference shares par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Public share | 9,669,449 | |
Issued and outstanding percentage | 20.00% | |
Preference Shares [Member] | ||
Shareholders’ Deficit (Details) [Line Items] | ||
Preference shares authorized | 1,000,000 | |
Preference shares par value (in Dollars per share) | $ / shares | $ 0.0001 | |
Class A Ordinary Shares [Member] | ||
Shareholders’ Deficit (Details) [Line Items] | ||
Ordinary shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of vote for each share | 1 | |
Class A Ordinary Shares [Member] | Common Stock [Member] | ||
Shareholders’ Deficit (Details) [Line Items] | ||
Ordinary shares authorized | 200,000,000 | |
Ordinary shares par value (in Dollars per share) | $ / shares | $ 0.0001 | |
Ordinary shares outstanding | 4,705,551 | |
Ordinary shares issued | 4,705,551 | |
Class B Ordinary Shares [Member] | ||
Shareholders’ Deficit (Details) [Line Items] | ||
Ordinary shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of vote for each share | 1 | |
Ordinary shares outstanding | 3,593,750 | 3,593,750 |
Ordinary shares issued | 3,593,750 | 3,593,750 |
Warrants (Details)
Warrants (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | |||
Public warrants maturity period | 5 years | ||
Public warrants redemption, description | Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders. | ||
Market value per share (in Dollars per share) | $ 9.2 | ||
Market value, percentage | 115.00% | ||
Newly issued price per share (in Dollars per share) | $ 18 | ||
Public Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Warrants outstanding (in Shares) | 7,187,500 | ||
Fair value of public warrants | $ 1,006,969 | $ 2,923,156 | |
Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Total equity proceeds, percentage | 180.00% | ||
Private Placement Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Warrants outstanding (in Shares) | 4,375,000 | ||
Public Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Fair value of public warrants | $ 5,246,156 | ||
Private Placement Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Fair value of public warrants | $ 625,728 | $ 3,232,224 | $ 1,805,228 |
Class A Ordinary Shares [Member] | |||
Warrants (Details) [Line Items] | |||
Business combination, price per share (in Dollars per share) | $ 9.2 | ||
Total equity proceeds, percentage | 60.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 1 Months Ended | ||
Jan. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | |||
Cash | $ 518 | $ 178 | |
U.S. Treasury Securities [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Assets held in the trust account | $ 47,515,371 | $ 143,849,142 | |
Class A Ordinary Shares [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Withdrawn from account to redeem | $ 96,761,060 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - Level 1 [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Money Market Funds invested in U.S. Treasury securities | $ 47,515,371 | |
Money Market Funds | $ 143,849,142 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | ||
Derivative Warrant Liabilities | $ 1,632,697 | $ 4,728,384 |
Level 1 [Member] | Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | ||
Derivative Warrant Liabilities | 1,006,969 | 2,923,156 |
Level 3 [Member] | Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | ||
Derivative Warrant Liabilities | $ 625,728 | $ 1,805,228 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of black scholes model for the private warrants - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of black scholes model for the private warrants [Abstract] | ||
Expected term (years) | 3 months 7 days | 4 months 24 days |
Expected volatility | 1.60% | 6.60% |
Risk-free interest rate | 2.42% | 1.30% |
Exercise price | $ 11.5 | $ 11.5 |
Fair value of the ordinary share stock price | $ 10.11 | $ 10.21 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of changes in the fair value of the private placement warrant liabilities - Public Warrants [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of the private placement warrant liabilities [Line Items] | ||
Fair value | $ 1,805,228 | $ 4,639,385 |
Change in fair value of derivative warrant liabilities | (1,179,500) | (1,407,161) |
Fair value | $ 625,728 | $ 3,232,224 |