MicroCloud Hologram (HOLO) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 06, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-440519
Entity Registrant Name	GOLDEN PATH ACQUISITION CORPORATION
Entity Central Index Key	0001841209
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	100 Park Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(917)
Local Phone Number	267-4569
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		7,458,000
Ordinary Share, Par value $0.0001
Title of 12(b) Security	Ordinary Share, Par value $0.0001
Trading Symbol	GPCO
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one-half ordinary share
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one-half ordinary share
Trading Symbol	GPCOW
Security Exchange Name	NASDAQ
Rights, each right to receive one-tenth (1/10) of one ordinary share
Title of 12(b) Security	Rights, each right to receive one-tenth (1/10) of one ordinary share
Trading Symbol	GPCOR
Security Exchange Name	NASDAQ

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 29,069	$ 48,955
Prepayments, deposit, and other receivables	45,166	95,167
Total current assets	74,235	144,122
Cash and investments held in trust account	58,081,803	58,077,063
TOTAL ASSETS	58,156,038	58,221,185
Current liabilities:
Accrued liabilities	18,500	41,000
Amount due to related party	375,786	164,740
Total current liabilities	394,286	205,740
Warrant liabilities	692,396	639,990
Deferred underwriting compensation	1,437,500	1,437,500
TOTAL LIABILITIES	2,524,182	2,283,230
Ordinary shares, subject to redemption 5,750,000 shares as of March 31, 2022 and December 31, 2021 (at redemption value of $10.10 per share)	58,081,803	58,077,063
Shareholders’ Deficit
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,708,000 shares issued and outstanding (excluding 5,750,000 shares subject to redemption)	171	171
Accumulated other comprehensive income	4,168	421
Accumulated deficit	(2,454,286)	(2,139,700)
Total shareholders’ deficit	(2,449,947)	(2,139,108)
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT	$ 58,156,038	$ 58,221,185

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Odinary shares subject to possible redemption	5,750,000	5,750,000
Odinary shares subject to possible redemption par value	$ 10.10	$ 10.10
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	1,708,000	1,708,000
Common stock, shares outstanding	1,708,000	1,708,000

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Formation, general and administrative expenses	$ (258,433)	$ (56,779)
Total operating expenses	(258,433)	(56,779)
Other income
Change in fair value of warrant liabilities	(52,406)
Dividend income	993
Total other income	(51,413)
Loss before income taxes	(309,846)	(56,779)
Income taxes
NET LOSS	(309,846)	(56,779)
Other comprehensive income:
Change in unrealized gain on available-for-sales securities	3,747
COMPREHENSIVE LOSS	$ (306,099)	$ (56,779)
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption	5,750,000
Basic and diluted net loss per share, ordinary shares subject to possible redemption	$ (0.05)
Basic and diluted weighted average shares outstanding, ordinary shares attributable to Golden Path Acquisition Corporation	1,708,000	1,078,889
Basic and diluted net loss per share, ordinary shares attributable to Golden Path Acquisition Corporation	$ (0.18)	$ (0.05)

UNAUDITED CONDENSED CONSOLIDA_4

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020				$ (39,667)	$ (39,667)
Beginning balance, shares at Dec. 31, 2020	10
Redemption of ordinary shares
Stock Redeemed or Called During Period, Shares	(10)
Issuance of ordinary shares	$ 144	24,856			25,000
Stock Issued During Period, Shares, New Issues	1,437,500
Net loss for the period				(56,779)	(56,779)
Ending balance, value at Mar. 31, 2021	$ 144	24,856		(96,446)	(71,446)
Ending balance, shares at Mar. 31, 2021	1,437,500
Beginning balance, value at Dec. 31, 2021	$ 171		421	(2,139,700)	(2,139,108)
Beginning balance, shares at Dec. 31, 2021	1,708,000
Unrealized gain on available-for-sales securities			3,747		3,747
Accretion of carry value of redemption value				(4,740)	(4,740)
Net loss for the period				(309,846)	(309,846)
Ending balance, value at Mar. 31, 2022	$ 171		$ 4,168	$ (2,454,286)	$ (2,449,947)
Ending balance, shares at Mar. 31, 2022	1,708,000

UNAUDITED CONDENSED CONSOLIDA_5

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flow from operating activities
Net loss	$ (309,846)	$ (56,779)
Adjustments to reconcile net loss to net cash used in operating activities
Change in fair value of warrant liabilities	52,406
Change in operating assets and liabilities:
Decrease (increase) in prepayments, deposit, and other receivables	50,001	(1,027)
(Decrease) increase in accrued liabilities	(22,500)	15,388
Net cash used in operating activities	(229,939)	(42,418)
Cash flows from investing activities
Dividend income	(993)
Net cash used in investing activities	(993)
Cash flows from financing activities
Proceeds from issuance of shares to founders		25,000
Advances from a related party	211,046	2,135
Net cash provided by financing activities	211,046	27,135
NET CHANGE IN CASH AND CASH EQUIVALENT	(19,886)	(15,283)
Cash and cash equivalent, beginning of period	48,955	18,117
Cash and cash equivalent, end of period	29,069	2,834
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accretion of carrying value to redemption value	(4,740)
Unrealized gain on available-for-sales securities	$ 3,747

ORGANIZATION AND BUSINESS BACKG

ORGANIZATION AND BUSINESS BACKGROUND	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
ORGANIZATION AND BUSINESS BACKGROUND	NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND Golden Path Acquisition Corporation (“Golden Path” or the “Company”) is a blank check company incorporated in the Cayman Islands on May 9, 2018. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (“Business Combination”). Golden Path Merger Sub Corporation (“Merger Sub”) is a company incorporated in the Cayman Islands for the purpose of effecting the Business Combination and to serve as the vehicle for, and be subsumed by, MC Hologram Inc. (“MC”), pursuant to the Merger with MC Hologram Inc. Merger Sub is wholly owned by Golden Path and conducts no activities. Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that have a connection to the Asian market. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity through March 31, 2022 relates to the Company’s formation and the initial public offering completed on June 24, 2021 and in connection with the negotiation and consummation of a business combination with MC Hologram Inc. as described below. The Company will not generate any operating revenues until after the completion of a Business Combination at the earliest. The Company generates non-operating income in the form of dividend income from investing the proceeds derived from the initial public offering and private placement completed on June 24, 2021. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s initial public offering (the “Initial Public Offering” as described in Note 4) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on June 21, 2021. On June 24, 2021, the Company consummated the Initial Public Offering of 5,750,000 750,000 10.00 57,500,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 270,500 10.00 2,705,000 Transaction costs amounted to $ 2,887,500 1,150,000 1,437,500 300,000 29,069 Trust Account Upon the closing of the Initial Public Offering and the private placement, $ 58,075,002 Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an Initial Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 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 provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, subject to increase of up to an additional $0.30 per Public Share in the event that the Sponsor elects to extend the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 10). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 6) (the “shareholders”) and the underwriters will agree (a) to vote their Founder Shares, the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Shares into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. On September 10, 2021, Golden Path entered into a merger agreement (the “Merger Agreement”), which provides for a Business Combination between Golden Path and MC Hologram Inc. Pursuant to the Merger Agreement, the Business Combination will be effected as a stock transaction and is intended to be qualified as a tax-free reorganization. The Merger Agreement is by and among Golden Path, Merger Sub, and MC, a Cayman Islands limited liability company as the representative of MC’s stockholders. The aggregate consideration for the Acquisition Merger is $ 450,000,000 44,554,455 10.10 Upon the closing of the Business Combination, the former Golden Path shareholders will receive the consideration specified below and the former MC stockholders will receive an aggregate of 44,554,455 Liquidation The Company will have until June 23, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional month (for a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $ 191,667 1,725,000 If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $ 50,000 10.00 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.10 per 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, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going concern consideration As of March 31, 2022, the Company had working capital deficit of $ 320,051 309,846

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES ● Basis of presentation These accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes for the fiscal year ended December 31, 2021 thereto included in the Company’s Form 10-K, filed with the SEC on March 31, 2022. ● Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. ● Emerging growth company The Company is an “ emerging growth company Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. ● Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results may differ from those estimates. ● Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no ● Cash and investments held in trust account As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account are held in cash and US Treasury securities. Investment securities in the Company’s Trust Account consisted of $ 58,081,803 58,077,063 The Company classifies marketable securities as available-for-sale at the time of purchase and re-evaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive loss. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations. ● Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. ● Warrant liabilities The Company accounts for its outstanding Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F. Management has determined that under the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. Management has further determined that its Public Warrants qualify for equity treatment. Warrant liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Warrants are valued using a Black Scholes model. ● Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. As of March 31, 2022 and December 31, 2021, 5,750,000 ● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering ● Fair value of financial instruments FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis. ● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero for the period ended March 31, 2022 and 2021. The Company is considered to be an exempted Cayman Islands Company, and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. ● Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. As of March 31, 2022, the Company has not considered the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of 1,454,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net loss per share presented in the unaudited condensed consolidated statements of operations is based on the following: Schedule of unaudited condensed consolidated statement of operations For the Three Months Ended For the Three Months Ended Net loss $ (309,846 ) $ (56,779 ) Accretion of carrying value to redemption value (4,740 ) - Net loss $ (314,586 ) $ (56,779 ) Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (242,541 ) $ (72,045 ) $ $ (56,779 ) Accretion of carrying value to redemption value 4,740 - - - Allocation of net loss $ (237,801 ) $ (72,045 ) $ - $ (56,779 ) Denominators: Weighted-average shares outstanding 5,750,000 1,708,000 - 1,078,889 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ $ (0.05 ) ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. ● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

CASH AND INVESTMENT HELD IN TRU

CASH AND INVESTMENT HELD IN TRUST ACCOUNT	3 Months Ended
	Mar. 31, 2022
Cash and Cash Equivalents [Abstract]
CASH AND INVESTMENT HELD IN TRUST ACCOUNT	NOTE 3 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT As of March 31, 2022, investment securities in the Company’s Trust Account consisted of $ 58,081,803 0 Schedule of including gross unrealized holding gain as other comprehensive income and fair value Carrying Value as of (Unaudited) Gross Unrealized Holding Gain Fair Value (unaudited) Available-for-sale marketable securities: U.S. Treasury Securities $ 58,081,803 $ $ 58,081,803 Carrying Value as of Gross Unrealized Holding Gain Fair Value Available-for-sale marketable securities: U.S. Treasury Securities $ 58,077,063 $ - $ 58,077,063

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2022
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 4 — INITIAL PUBLIC OFFERING On June 24, 2021, the Company sold 5,750,000 10.00 0.0001 11.50 The Company paid an upfront underwriting discount of $ 1,150,000 2 1,437,500 2.5

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2022
Private Placement
PRIVATE PLACEMENT	NOTE 5 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement of 270,500 10.00 The Private Units are identical to the units sold in the Initial Public Offering except that the warrants included in the Private Units (the “Private Warrants”) are non-redeemable and may be exercised on a cashless basis so long as the Private Warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS Founder Shares In May 2018, the Company issued one ordinary share to the Sponsor for no consideration. In January 2021, the Company effected a 10 for 1 1,150,000 25,000 0.02 287,500 The founders and our officers and directors have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Services Agreement An affiliate of the Sponsor agreed, commencing on June 24, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $ 10,000 Related Party Loan In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Related Party Extensions Loan As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional month (for a total of 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ 191,667 1,725,000 Related Party Advances In the event the Sponsor pays for any expense or liability on behalf of the Company, then such payments would be accounted for as loan to the Company by the Sponsor, Greenland Asset Management Corporation. As of March 31, 2022 and December 31, 2021, the Company owed a balance of $ 375,786 164,740

SHAREHOLDER_S DEFICIT

SHAREHOLDER’S DEFICIT	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
SHAREHOLDER’S DEFICIT	NOTE 7 – SHAREHOLDER’S DEFICIT Ordinary Shares The Company is authorized to issue 500,000,000 0.0001 Holders of the ordinary shares are entitled to one vote for each ordinary share. In January 2021, the Company effected a 10 for 1 On January 6, 2021, the Company issued an aggregate of 1,150,000 25,000 On March 26, 2021, the Company issued an additional 287,500 On June 24, 2021, the Company sold 5,750,000 10.00 Simultaneously on June 24, 2021, the Company issued 270,500 270,500 10 As of March 31, 2022 and December 31, 2021, 1,708,000 5,750,000 Rights Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

WARRANT LIABILITIES

WARRANT LIABILITIES	3 Months Ended
	Mar. 31, 2022
Guarantees and Product Warranties [Abstract]
WARRANT LIABILITIES	NOTE 8 – WARRANT LIABILITIES Each public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share, subject to adjustment as described in Form S-1 Amendment No. 2 filed on June 11, 2021. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder. No public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. It is the Company’s current intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination. The Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the Initial Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the ordinary shares issuable upon exercise of the warrants. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 60 days, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9 – FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Schedule of fair value hierarchy of valuation techniques March 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 58,081,803 $ 58,081,803 $ $ - Liabilities: Warrant liabilities – Private Warrants $ 692,396 $ - $ - $ 692,396 December 31, Quoted Prices In Active Markets Significant Other Significant Other Description 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 58,077,063 $ 58,077,063 $ - $ - Liabilities: Warrant liabilities – Private Warrants $ 639,990 $ - $ - $ 639,990 * included in cash and investments held in trust account on the Company’s unaudited condensed consolidated balance sheets. The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The Company established the initial fair value for the private warrants at $ 625,000 The key inputs into the Black-Scholes model for the Private Warrants were as follows at their measurement dates: Schedule of Private Warrants Schedule of binomial model and Black-Scholes model March 31, December 31, June 24, Input Share price $ 10.07 $ 9.96 $ 10.00 Risk-free interest rate 0.48 % 1.26 % 0.90 % Volatility 62.00 % 59.80 % 58.40 % Exercise price 11.50 $ 11.50 $ 11.50 Warrant life 5 5 5 As of March 31, 2022, the aggregate value of the private warrants was $ 0.692 67,396 To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 – COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently evaluating 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 future financial position, results of its operations and/or search for a target company, there has been a significant impact as of the date of these financial statements. The financial statements do not include any adjustments that might result from the future outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on June 24, 2021 the holders of the Founder Shares, Private Units (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) are entitled to registration rights. 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 consummation 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 Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of two and one-half percent (2.5%) of the gross proceeds of the Initial Public Offering, or $ 1,437,500

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before this unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2022, up through May 16, 2022 was the Company issued the unaudited condensed consolidated financial statements. On May 9, 2022, the Company issued a promissory note of up to $ 1,000,000

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of presentation	● Basis of presentation These accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes for the fiscal year ended December 31, 2021 thereto included in the Company’s Form 10-K, filed with the SEC on March 31, 2022.
Principles of consolidation	● Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
Emerging growth company	● Emerging growth company The Company is an “ emerging growth company 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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results may differ from those estimates.
Cash and cash equivalents	● Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no
Cash and investments held in trust account	● Cash and investments held in trust account As of March 31, 2022 and December 31, 2021, the assets held in the Trust Account are held in cash and US Treasury securities. Investment securities in the Company’s Trust Account consisted of $ 58,081,803 58,077,063 The Company classifies marketable securities as available-for-sale at the time of purchase and re-evaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive loss. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the statements of operations.
Deferred Offering Costs	● Deferred Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.
Warrant liabilities	● Warrant liabilities The Company accounts for its outstanding Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F. Management has determined that under the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. Management has further determined that its Public Warrants qualify for equity treatment. Warrant liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Warrants are valued using a Black Scholes model.
Ordinary shares subject to possible redemption	● Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. As of March 31, 2022 and December 31, 2021, 5,750,000
Offering costs	● Offering costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “ Expenses of Offering
Fair value of financial instruments	● Fair value of financial instruments FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis.
Concentration of credit risk	● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Income taxes	● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s tax provision is zero for the period ended March 31, 2022 and 2021. The Company is considered to be an exempted Cayman Islands Company, and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Net loss per share	● Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. As of March 31, 2022, the Company has not considered the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of 1,454,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net loss per share presented in the unaudited condensed consolidated statements of operations is based on the following: Schedule of unaudited condensed consolidated statement of operations For the Three Months Ended For the Three Months Ended Net loss $ (309,846 ) $ (56,779 ) Accretion of carrying value to redemption value (4,740 ) - Net loss $ (314,586 ) $ (56,779 ) Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (242,541 ) $ (72,045 ) $ $ (56,779 ) Accretion of carrying value to redemption value 4,740 - - - Allocation of net loss $ (237,801 ) $ (72,045 ) $ - $ (56,779 ) Denominators: Weighted-average shares outstanding 5,750,000 1,708,000 - 1,078,889 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ $ (0.05 )
Related parties	● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Recent accounting pronouncements	● Recent accounting pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of unaudited condensed consolidated statement of operations	Schedule of unaudited condensed consolidated statement of operations For the Three Months Ended For the Three Months Ended Net loss $ (309,846 ) $ (56,779 ) Accretion of carrying value to redemption value (4,740 ) - Net loss $ (314,586 ) $ (56,779 ) Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (242,541 ) $ (72,045 ) $ $ (56,779 ) Accretion of carrying value to redemption value 4,740 - - - Allocation of net loss $ (237,801 ) $ (72,045 ) $ - $ (56,779 ) Denominators: Weighted-average shares outstanding 5,750,000 1,708,000 - 1,078,889 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ $ (0.05 )

CASH AND INVESTMENT HELD IN T_2

CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Tables)	3 Months Ended
	Mar. 31, 2022
Cash and Cash Equivalents [Abstract]
Schedule of including gross unrealized holding gain as other comprehensive income and fair value	Schedule of including gross unrealized holding gain as other comprehensive income and fair value Carrying Value as of (Unaudited) Gross Unrealized Holding Gain Fair Value (unaudited) Available-for-sale marketable securities: U.S. Treasury Securities $ 58,081,803 $ $ 58,081,803 Carrying Value as of Gross Unrealized Holding Gain Fair Value Available-for-sale marketable securities: U.S. Treasury Securities $ 58,077,063 $ - $ 58,077,063

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy of valuation techniques	Schedule of fair value hierarchy of valuation techniques March 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 58,081,803 $ 58,081,803 $ $ - Liabilities: Warrant liabilities – Private Warrants $ 692,396 $ - $ - $ 692,396 December 31, Quoted Prices In Active Markets Significant Other Significant Other Description 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 58,077,063 $ 58,077,063 $ - $ - Liabilities: Warrant liabilities – Private Warrants $ 639,990 $ - $ - $ 639,990 * included in cash and investments held in trust account on the Company’s unaudited condensed consolidated balance sheets.
Schedule of binomial model and Black-Scholes model	Schedule of Private Warrants Schedule of binomial model and Black-Scholes model March 31, December 31, June 24, Input Share price $ 10.07 $ 9.96 $ 10.00 Risk-free interest rate 0.48 % 1.26 % 0.90 % Volatility 62.00 % 59.80 % 58.40 % Exercise price 11.50 $ 11.50 $ 11.50 Warrant life 5 5 5

ORGANIZATION AND BUSINESS BAC_2

ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Jun. 24, 2021	Mar. 31, 2022	Mar. 31, 2021	Sep. 10, 2021
Subsidiary, Sale of Stock [Line Items]
Share price				$ 10.10
Transaction costs		$ 2,887,500
Underwriting fees		1,150,000
Deferred underwriting fees		1,437,500
Other offering costs		300,000
Cash held in trust account		$ 29,069
Proceeds from IPO and Private Placement	$ 58,075,002
Percentage of asset held in trust account		80.00%
Business combination, percentage of voting securities		50.00%
Net tangible assets		$ 5,000,001
Acquisition merger amount				$ 450,000,000
Issued shares				44,554,455
Number of merger common stock received		44,554,455
Deposit		$ 191,667
Aggregate amount		1,725,000
Interest expenses		50,000
Initial public offering price per unit		10
Working capital deficit		320,051
Net Loss		$ 309,846	$ 56,779
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Initial public offering shares	5,750,000
Public units shares	750,000
Share price	$ 10
Gross proceeds	$ 57,500,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Initial public offering shares	270,500
Share price	$ 10
Gross proceeds	$ 2,705,000

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net loss	$ (309,846)	$ (56,779)
Accretion of carrying value to redemption value	(4,740)
Net loss	(314,586)	(56,779)
Numerators:
Accretion of carrying value to redemption value	(4,740)
Allocation of net (loss) income	(309,846)	(56,779)
Redeemable Common Stock [Member]
Numerators:
Allocation of net loss including carrying value to redemption value	(242,541)
Accretion of carrying value to redemption value	4,740
Allocation of net (loss) income	$ (237,801)
Denominators:
Weighted-average shares outstanding	5,750,000
Basic and diluted net (loss) income per share	$ (0.04)
Non Redeemable Common Stock [Member]
Numerators:
Allocation of net loss including carrying value to redemption value	$ (72,045)	$ (56,779)
Accretion of carrying value to redemption value
Allocation of net (loss) income	$ (72,045)	$ (56,779)
Denominators:
Weighted-average shares outstanding	1,708,000	1,078,889
Basic and diluted net (loss) income per share	$ (0.04)	$ (0.05)

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0
Assets Held-in-trust	$ 58,081,803	$ 58,077,063
Odinary shares subject to possible redemption	5,750,000	5,750,000
Federal depository insurance coverage	$ 250,000
Unrecognized tax benefits	0	$ 0
Accrued for interest and penalties	$ 0	$ 0

CASH AND INVESTMENT HELD IN T_3

CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Carrying Value of assets held in trust	$ 58,081,803	$ 58,077,063
Available-for-sale marketable securities
Fair value of assets held in trust	$ 58,081,803	$ 58,077,063

CASH AND INVESTMENT HELD IN T_4

CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Assets Held-in-trust	$ 58,081,803	$ 58,077,063
Cash	$ 0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	1 Months Ended
	Jun. 24, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 10, 2021
Subsidiary, Sale of Stock [Line Items]
Price per share				$ 10.10
Common stock, par value		$ 0.0001	$ 0.0001
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares sold	5,750,000
Price per share	$ 10
Common stock, par value	0.0001
Exercise price	$ 11.50
Underwriting discount	$ 1,150,000
Underwriting discount percentage	2.00%
Additional fee	$ 1,437,500
Deferred underwriting discount percentage	2.50%

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - $ / shares	1 Months Ended
	Jun. 24, 2021	Sep. 10, 2021
Subsidiary, Sale of Stock [Line Items]
Share price		$ 10.10
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	270,500
Share price	$ 10

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jan. 06, 2021	Jun. 24, 2021	Mar. 26, 2021	Jan. 31, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 10, 2021
Related Party Transaction [Line Items]
Share Price							$ 10.10
Affiliate cost		$ 10,000
Deposit					$ 191,667
Aggregate amount					1,725,000
Sponsor [Member]
Related Party Transaction [Line Items]
Stock split				10 for 1
Stock repurchased during period, shares	1,150,000		287,500
Stock repurchased during period, value	$ 25,000
Share Price	$ 0.02
Greenland Asset Management Corporation [Member]
Related Party Transaction [Line Items]
Owed assets					$ 375,786	$ 164,740

SHAREHOLDER_S DEFICIT (Details

SHAREHOLDER’S DEFICIT (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Jun. 24, 2021	Jan. 31, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 10, 2021	Mar. 26, 2021	Jan. 06, 2021
Subsidiary, Sale of Stock [Line Items]
Common Stock, Shares Authorized			500,000,000	500,000,000
Common Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001
Voting rights			Holders of the ordinary shares are entitled to one vote for each ordinary share.
Shares issued					44,554,455
Share Price					$ 10.10
Common Stock, Shares, Outstanding			1,708,000	1,708,000
Common Stock, Shares, Issued			1,708,000	1,708,000
Odinary Shares Subject To Possible Redemption			5,750,000	5,750,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Initial public offering shares	5,750,000
Share Price	$ 10
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Initial public offering shares	270,500
Share Price	$ 10
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Initial public offering shares	270,500
Share Price	$ 10
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Stockholders' Equity Note, Stock Split		10 for 1
Shares issued						287,500	1,150,000
Aggregate purchase price							$ 25,000
Share Price							$ 0.02

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)		Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities held in Trust Account		$ 58,081,803	$ 58,077,063
Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities		692,396	639,990
Fair Value, Inputs, Level 1 [Member] | Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 2 [Member] | Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 3 [Member] | Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities		692,396	639,990
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities held in Trust Account	[1]	58,081,803	58,077,063
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities held in Trust Account	[1]	58,081,803	58,077,063
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities held in Trust Account	[1]
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities held in Trust Account	[1]
[1]	included in cash and investments held in trust account on the Company’s unaudited condensed consolidated balance sheets.

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details 1) - $ / shares	1 Months Ended	3 Months Ended	12 Months Ended
	Jun. 24, 2021	Mar. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Share Price	$ 10	$ 10.07	$ 9.96
Risk-free interest rate	0.90%	0.48%	1.26%
Volatility	58.40%	62.00%	59.80%
Exercise price	$ 11.50	$ 11.50	$ 11.50
Warrant life	5 years	5 years	5 years

FAIR VALUE MEASUREMENTS (Deta_3

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Jun. 24, 2021
Fair Value Disclosures [Abstract]
Initial fair value				$ 625,000
Aggregate value of warrants	$ 692,000		$ 692,000
Change in fair value of warrants	$ (52,406)		$ 67,396

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	3 Months Ended
	Mar. 31, 2022USD ($)
Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Initial Public Offering	$ 1,437,500

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	May 09, 2022USD ($)
Subsequent Event [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Promissory note	$ 1,000,000