Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
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 $0.0001 | |
Trading Symbol | GPCO | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each warrant exercisable for one-half ordinary share | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one-half ordinary share | |
Trading Symbol | GPCOW | |
Security Exchange Name | NASDAQ | |
Rights, each right to receive one-tenth (1/10) of one ordinary share | ||
Title of 12(b) Security | Rights, each right to receive one-tenth (1/10) of one ordinary share | |
Trading Symbol | GPCOR | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 48,955 | |
Prepayments, deposit, and other receivables | 167 | 95,167 |
Total current assets | 167 | 144,122 |
Cash and investments held in trust account | 58,356,044 | 58,077,063 |
TOTAL ASSETS | 58,356,211 | 58,221,185 |
Current liabilities: | ||
Accrued liabilities | 21,000 | 41,000 |
Note payable – related party | 191,667 | |
Amount due to related party | 422,111 | 164,740 |
Total current liabilities | 634,778 | 205,740 |
Warrant liabilities | 717,873 | 639,990 |
Deferred underwriting compensation | 1,437,500 | 1,437,500 |
TOTAL LIABILITIES | 2,790,151 | 2,283,230 |
Ordinary shares, subject to possible redemption: 5,750,000 shares as of June 30, 2022 and December 31, 2021 (at redemption value of $10,15 and $10.10 per share, respectively) | 58,356,044 | 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 and 5,750,000 shares subject to possible redemption) | 171 | 171 |
Accumulated other comprehensive income | 42,173 | 421 |
Accumulated deficits | (2,832,328) | (2,139,700) |
Total Shareholders’ deficit | (2,789,984) | (2,139,108) |
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT | $ 58,356,211 | $ 58,221,185 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 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 | $ 10.15 | $ 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 AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Formation, general and administrative expenses | $ (122,893) | $ (143,280) | $ (381,326) | $ (200,059) |
Total operating expenses | (122,893) | (143,280) | (381,326) | (200,059) |
Other (expense) income | ||||
Change in fair value of warrant liabilities | (25,477) | 0 | (77,883) | 0 |
Dividend income | 44,569 | 68 | 45,562 | 68 |
Total other income (expense), net | 19,092 | 68 | (32,321) | 68 |
Loss before income taxes | (103,801) | (143,212) | (413,647) | (199,991) |
Income taxes | ||||
NET LOSS | (103,801) | (143,212) | (413,647) | (199,991) |
Other comprehensive income: | ||||
Change in unrealized gain on available-for-sales securities | 42,173 | 45,920 | ||
Change in realized gain on available-for-sales securities | (4,168) | (4,168) | ||
COMPREHENSIVE LOSS | $ (65,796) | $ (143,212) | $ (371,895) | $ (199,991) |
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Basic and diluted net (loss) income per share, ordinary share subject to possible redemption | $ 0 | $ 0.17 | $ (0.04) | $ 0.16 |
Basic and diluted weighted average shares outstanding, ordinary share attributable to Golden Path Acquisition Corporation | 1,708,000 | 1,455,335 | 1,708,000 | 1,446,467 |
Basic and diluted net loss per share, ordinary share attributable to Golden Path Acquisition Corporation | $ (0.05) | $ (0.76) | $ (0.09) | $ (0.77) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [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 | |||||
Redemption of ordinary shares, Shares | (10) | ||||
Issuance of ordinary shares | $ 144 | 24,856 | 25,000 | ||
Issuance of ordinary shares, shares | 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 | ||||
Sale of units in initial public offering | $ 575 | 57,499,425 | 57,500,000 | ||
Sale of units in initial public offering, Shares | 5,750,000 | ||||
Sale of units to the founder in private placement | $ 27 | 2,704,973 | 2,705,000 | ||
Sale of units to the founder in private placement, Shares | 270,500 | ||||
Offering costs | (2,887,500) | (2,887,500) | |||
Warrant liabilities | (625,000) | (625,000) | |||
Initial classification of common stock subject to possible redemption | $ (575) | (55,510,464) | (55,511,039) | ||
Initial classification of common stock subject to possible redemption, Shares | (5,750,000) | ||||
Allocation of offering costs to common stock subject to possible redemption | 2,787,620 | 2,787,620 | |||
Accretion of carrying value to redemption value | (3,993,910) | (1,357,671) | (5,351,581) | ||
Net loss for the period | (143,213) | (143,213) | |||
Ending balance, value at Jun. 30, 2021 | $ 171 | (1,597,330) | (1,597,159) | ||
Ending balance, shares at Jun. 30, 2021 | 1,708,000 | ||||
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 holding gain on available-for-sales securities | 3,747 | 3,747 | |||
Accretion of carrying value to 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 | ||||
Unrealized holding gain on available-for-sales securities | 42,173 | 42,173 | |||
Realized holding gain on available-for-sales securities | (4,168) | (4,168) | |||
Accretion of carrying value to redemption value | (274,241) | (274,241) | |||
Net loss for the period | (103,801) | (103,801) | |||
Ending balance, value at Jun. 30, 2022 | $ 171 | $ 42,173 | $ (2,832,328) | $ (2,789,984) | |
Ending balance, shares at Jun. 30, 2022 | 1,708,000 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (413,647) | $ (199,991) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Dividend income earned in cash and investments held in trust account | (68) | |
Change in fair value of warrant liabilities | 77,883 | |
Change in operating assets and liabilities: | ||
Decrease in prepayments, deposit, and other receivables | 95,000 | (1,601) |
Decrease in accrued liabilities | (20,000) | 26,966 |
Net cash used in operating activities | (260,764) | (174,694) |
Cash flows from investing activities | ||
Proceeds deposited in Trust Account | (58,075,002) | |
Dividend income | (45,562) | |
Net cash used in investing activities | (45,562) | (58,075,002) |
Cash flows from financing activities | ||
Advances from (repayement to) a related party | 257,371 | (8,853) |
Increase in cash held in escrow | (9,000) | |
Proceeds from issuance of shares to founders | 25,000 | |
Proceeds from public offering | 57,500,000 | |
Proceeds from private placements to a related party | 2,705,000 | |
Payment of offering costs | (1,421,000) | |
Repayment of promissory note | (50,000) | |
Net cash provided by financing activities | 257,371 | 58,741,147 |
NET CHANGE IN CASH AND CASH EQUIVALENT | (48,955) | 491,451 |
Cash and cash equivalent, beginning of period | 48,955 | 18,117 |
Cash and cash equivalent, end of period | 509,568 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Initial classification of ordinary shares subject to possible redemption | 55,511,039 | |
Allocation of offering costs to common stock subject to redemption | 2,787,620 | |
Accretion of carrying value to redemption value | (278,981) | (5,351,581) |
Initial recognition of warrant liabilities | 625,000 | |
Accrued underwriting compensation | 1,437,500 | |
Unrealized gain on available-for-sales securities | 42,173 | |
Realized gain on available-for-sales securities | 4,168 | |
Proceeds of a promissory note deposited in Trust Account by a founder shareholder | $ 191,687 |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 6 Months Ended |
Jun. 30, 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 June 30, 2022, the Company had not commenced any operations. All activities through June 30, 2022 related 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 0 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 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 June 30, 2022, the Company had working capital deficit of $ 634,611 413,647 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 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 $ 58,356,044 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 June 30, 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 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 June 30, 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”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 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 six months ended June 30, 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 June 30, 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 income (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 2022 2021 Net loss $ (413,647 ) $ (199,991 ) Accretion of carrying value to redemption value (278,981 ) (5,351,581 ) Net loss including accretion of carrying value to redemption value $ (692,628 ) $ (5,551,572 ) For the 2022 2021 Net loss $ (103,801 ) $ (143,212 ) Accretion of carrying value to redemption value (274,241 ) (5,351,581 ) Net loss including accretion of carrying value to redemption value $ (378,042 ) $ (5,494,793 ) For the six months For the six months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (534,005 ) $ (158,623 ) $ (4,435,724 ) $ (1,115,848 ) Accretion of carrying value to redemption value 278,981 - 5,351,581 - Allocation of net (loss) income $ (255,024 ) $ (158,623 ) $ 915,857 $ (1,115,848 ) Denominators: Weighted-average shares outstanding 5,750,000 1,708,000 5,750,000 1,446,467 Basic and diluted net income (loss) per share $ (0.04 ) $ (0.09 ) $ 0.16 $ (0.77 ) For the three months ended For the three months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net income (loss) including carrying value to redemption value $ (291,464 ) $ (86,578 ) $ (4,384,954 ) $ (1,109,839 ) Accretion of carrying value to redemption value 274,241 - 5,351,581 - Allocation of net income (loss) $ (17,223 ) $ (86,578 ) $ 966,627 $ (1,109,839 ) Denominators: Weighted-average shares outstanding 5,750,000 1,708,000 5,750,000 1,455,335 Basic and diluted net income (loss) per share $ (0.00 ) $ (0.05 ) $ 0.17 $ (0.76 ) ● 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 | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND INVESTMENT HELD IN TRUST ACCOUNT | NOTE 3 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT As of June 30, 2022, investment securities in the Company’s Trust Account consisted of $ 58,356,044 0 Schedule of including gross unrealized holding gain as other comprehensive income and fair value Carrying Value as of Gross Unrealized Holding Gain Fair Value as of Available-for-sale marketable securities: U.S. Treasury Securities $ 58,313,871 $ 42,173 $ 58,356,044 Carrying Value as of Gross Unrealized Holding Gain Fair Value as of Available-for-sale marketable securities: U.S. Treasury Securities $ 58,077,063 $ - $ 58,077,063 |
PUBLIC OFFERING
PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2022 | |
Public Offering | |
PUBLIC OFFERING | NOTE 4 — 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 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 $1,000,000 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. As of June 30, 2022 and December 31, 2021, the Company owed a balance of $ 422,111 164,740 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 On June 14, 2022 and July 18, 2022, the Company issued an unsecured promissory note, each in an amount of $ 191,667 191,667 0 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 7 – SHAREHOLDERS’ 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 June 30, 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 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 2022 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Unaudited) (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 58,356,044 $ 58,356,044 $ - $ - Liabilities: Warrant liabilities – Private Warrant $ 717,873 $ - $ - $ 717,873 December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 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 Warrant $ 639,990 $ - $ - $ 639,990 * included in cash and investments held in trust account on the Company’s balance sheet. 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 binomial model and Black-Scholes model were as follows at their measurement dates: Schedule of binomial model and Black-Scholes model June 30, December 31, June 24, Input Share price $ 9.91 9.96 $ 10.00 Risk-free interest rate 3.01 % 1.26 % 0.90 % Volatility 63.20 % 59.80 % 58.40 % Exercise price $ 11.50 11.50 $ 11.50 Warrant life 5 5 5 As of June 30, 2022, the aggregate value of the private warrants was $ 0.718 77,883 25,477 0 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 | 6 Months Ended |
Jun. 30, 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 1,437,500 Merger Agreement On September 10, 2021, Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “ Purchaser Company Merger Sub “ Merger Agreement ” Pursuant to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Cayman Islands Companies Act (as revised) (the “ Cayman Companies Act Surviving Corporation Merger Merger Agreement Amendment No. 1 On August 5, 2022, Golden Path, Golden Path Merger Sub and MC entered into an amendment to the Merger Agreement (the “Amendment”). The purposes of the amendment were to: 1. extend the outside termination date of the proposed merger to December 31, 2022; 2. include as a closing condition the requirement that the requisite vote of the shareholders of MC has been obtained; 3. include the requirement of the audited financial statement of MC for the year ended 2021 and reviewed financial statement of MC for the periods ended June 30, 2022 and March 31, 2022; and 4. make conforming changes to reflect that Purchaser will file a proxy statement with the Securities and Exchange Commission following the execution of the Amendment relating to the approval of the Purchaser’s shareholders of the Merger and the transactions contemplated by the Merger Agreement. Merger Agreement Amendment No. 2 On August 10, 2022, Golden Path, Golden Path Merger Sub and MC entered into a second amendment to the Merger Agreement (the “Amendment”). The purposes of the Amendment were to change the requirement of MC’s delivering to Golden Path the quarterly reviewed financial statements for the period ended June 30, 2022 from a representation and warranty to a covenant with such financial statements to be delivered no later than September 15, 2022, and to make certain other conforming changes regarding the current status. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 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 $ 58,356,044 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 June 30, 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 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 June 30, 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”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 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 six months ended June 30, 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 June 30, 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 income (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 2022 2021 Net loss $ (413,647 ) $ (199,991 ) Accretion of carrying value to redemption value (278,981 ) (5,351,581 ) Net loss including accretion of carrying value to redemption value $ (692,628 ) $ (5,551,572 ) For the 2022 2021 Net loss $ (103,801 ) $ (143,212 ) Accretion of carrying value to redemption value (274,241 ) (5,351,581 ) Net loss including accretion of carrying value to redemption value $ (378,042 ) $ (5,494,793 ) For the six months For the six months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (534,005 ) $ (158,623 ) $ (4,435,724 ) $ (1,115,848 ) Accretion of carrying value to redemption value 278,981 - 5,351,581 - Allocation of net (loss) income $ (255,024 ) $ (158,623 ) $ 915,857 $ (1,115,848 ) Denominators: Weighted-average shares outstanding 5,750,000 1,708,000 5,750,000 1,446,467 Basic and diluted net income (loss) per share $ (0.04 ) $ (0.09 ) $ 0.16 $ (0.77 ) For the three months ended For the three months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net income (loss) including carrying value to redemption value $ (291,464 ) $ (86,578 ) $ (4,384,954 ) $ (1,109,839 ) Accretion of carrying value to redemption value 274,241 - 5,351,581 - Allocation of net income (loss) $ (17,223 ) $ (86,578 ) $ 966,627 $ (1,109,839 ) Denominators: Weighted-average shares outstanding 5,750,000 1,708,000 5,750,000 1,455,335 Basic and diluted net income (loss) per share $ (0.00 ) $ (0.05 ) $ 0.17 $ (0.76 ) |
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) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of unaudited condensed consolidated statement of operations | Schedule of unaudited condensed consolidated statement of operations For the 2022 2021 Net loss $ (413,647 ) $ (199,991 ) Accretion of carrying value to redemption value (278,981 ) (5,351,581 ) Net loss including accretion of carrying value to redemption value $ (692,628 ) $ (5,551,572 ) For the 2022 2021 Net loss $ (103,801 ) $ (143,212 ) Accretion of carrying value to redemption value (274,241 ) (5,351,581 ) Net loss including accretion of carrying value to redemption value $ (378,042 ) $ (5,494,793 ) For the six months For the six months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (534,005 ) $ (158,623 ) $ (4,435,724 ) $ (1,115,848 ) Accretion of carrying value to redemption value 278,981 - 5,351,581 - Allocation of net (loss) income $ (255,024 ) $ (158,623 ) $ 915,857 $ (1,115,848 ) Denominators: Weighted-average shares outstanding 5,750,000 1,708,000 5,750,000 1,446,467 Basic and diluted net income (loss) per share $ (0.04 ) $ (0.09 ) $ 0.16 $ (0.77 ) For the three months ended For the three months Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net income (loss) including carrying value to redemption value $ (291,464 ) $ (86,578 ) $ (4,384,954 ) $ (1,109,839 ) Accretion of carrying value to redemption value 274,241 - 5,351,581 - Allocation of net income (loss) $ (17,223 ) $ (86,578 ) $ 966,627 $ (1,109,839 ) Denominators: Weighted-average shares outstanding 5,750,000 1,708,000 5,750,000 1,455,335 Basic and diluted net income (loss) per share $ (0.00 ) $ (0.05 ) $ 0.17 $ (0.76 ) |
CASH AND INVESTMENT HELD IN T_2
CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Tables) | 6 Months Ended |
Jun. 30, 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 Gross Unrealized Holding Gain Fair Value as of Available-for-sale marketable securities: U.S. Treasury Securities $ 58,313,871 $ 42,173 $ 58,356,044 Carrying Value as of Gross Unrealized Holding Gain Fair Value as of Available-for-sale marketable securities: U.S. Treasury Securities $ 58,077,063 $ - $ 58,077,063 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of valuation techniques | Schedule of fair value hierarchy of valuation techniques June 30, 2022 Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Description (Unaudited) (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 58,356,044 $ 58,356,044 $ - $ - Liabilities: Warrant liabilities – Private Warrant $ 717,873 $ - $ - $ 717,873 December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 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 Warrant $ 639,990 $ - $ - $ 639,990 |
Schedule of binomial model and Black-Scholes model | Schedule of binomial model and Black-Scholes model June 30, December 31, June 24, Input Share price $ 9.91 9.96 $ 10.00 Risk-free interest rate 3.01 % 1.26 % 0.90 % Volatility 63.20 % 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 | 6 Months Ended | |||
Jun. 24, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 10, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price | $ 10.10 | |||||
Gross proceeds | $ 57,500,000 | |||||
Transaction costs | $ 2,887,500 | |||||
Underwriting fees | 1,150,000 | |||||
Deferred underwriting fees | 1,437,500 | |||||
Other offering costs | $ 300,000 | 300,000 | ||||
Cash held in trust account | $ 0 | $ 0 | ||||
Proceeds from IPO and Private Placement | $ 58,075,002 | |||||
Percentage of asset held in trust account | 80% | |||||
Business combination, percentage of voting securities | 50% | 50% | ||||
Net tangible assets | $ 5,000,001 | $ 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 | $ 191,667 | ||||
Aggregate amount | 1,725,000 | |||||
Interest expenses | 50,000 | |||||
Initial public offering price per unit | 10 | |||||
Working capital deficit | 634,611 | 634,611 | ||||
Net Loss | $ 103,801 | $ 143,212 | $ 413,647 | $ 199,991 | ||
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 (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net loss | $ (103,801) | $ (143,212) | $ (413,647) | $ (199,991) |
Accretion of carrying value to redemption value | (274,241) | (5,351,581) | (278,981) | (5,351,581) |
Net loss including accretion of carrying value to redemption value | (378,042) | (5,494,793) | (692,628) | (5,551,572) |
Numerators: | ||||
Accretion of carrying value to redemption value | (278,981) | (5,351,581) | ||
Redeemable Ordinary Shares [Member] | ||||
Numerators: | ||||
Allocation of net loss including carrying value to redemption value | (291,464) | (4,384,954) | (534,005) | (4,435,724) |
Accretion of carrying value to redemption value | 274,241 | 5,351,581 | 278,981 | 5,351,581 |
Allocation of net (loss) income | $ (17,223) | $ 966,627 | $ (255,024) | $ 915,857 |
Denominators: | ||||
Weighted-average shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Basic and diluted net (loss) income per share | $ 0 | $ 0.17 | $ (0.04) | $ 0.16 |
Non Redeemable Ordinary Shares [Member] | ||||
Numerators: | ||||
Allocation of net loss including carrying value to redemption value | $ (86,578) | $ (1,109,839) | $ (158,623) | $ (1,115,848) |
Accretion of carrying value to redemption value | ||||
Allocation of net (loss) income | $ (86,578) | $ (1,109,839) | $ (158,623) | $ (1,115,848) |
Denominators: | ||||
Weighted-average shares outstanding | 1,708,000 | 1,455,335 | 1,708,000 | 1,446,467 |
Basic and diluted net (loss) income per share | $ (0.05) | $ (0.76) | $ (0.09) | $ (0.77) |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Assets Held-in-trust | $ 58,356,044 | $ 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 ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | ||
Carrying Value of assets held in trust | $ 58,313,871 | $ 58,077,063 |
Available-for-sale marketable securities | 42,173 | |
Fair value of assets held in trust | $ 58,356,044 | $ 58,077,063 |
CASH AND INVESTMENT HELD IN T_4
CASH AND INVESTMENT HELD IN TRUST ACCOUNT (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Assets Held-in-trust | $ 58,356,044 | $ 58,077,063 |
Cash | $ 0 |
PUBLIC OFFERING (Details Narrat
PUBLIC OFFERING (Details Narrative) - USD ($) | 1 Months Ended | |||
Jun. 24, 2021 | Jun. 30, 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% | |||
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] | ||
Number of shares sold | 270,500 | |
Share price | $ 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
Jan. 06, 2021 | Jun. 24, 2021 | Mar. 26, 2021 | Jan. 31, 2021 | Jun. 30, 2022 | Jul. 18, 2022 | Jun. 14, 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 | ||||||||
Unsecured promissory note | $ 191,667 | $ 191,667 | |||||||
Note payable balance | 191,667 | $ 0 | |||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stockholders' Equity Note, 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 | $ 422,111 | $ 164,740 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Jun. 24, 2021 | Jan. 31, 2021 | Jun. 30, 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 value | $ 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 value | $ 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 ($) | Jun. 30, 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 | $ 58,356,044 | $ 58,077,063 | |
Private Warrant [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 717,873 | 639,990 | |
Fair Value, Inputs, Level 1 [Member] | Private Warrant [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | |||
Fair Value, Inputs, Level 2 [Member] | Private Warrant [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | |||
Fair Value, Inputs, Level 3 [Member] | Private Warrant [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liabilities | 717,873 | 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] | 58,356,044 | 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] | 58,356,044 | 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 balance sheet. |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 24, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Share Price | $ 10 | $ 9.91 | $ 9.96 |
Risk-free interest rate | 0.90% | 3.01% | 1.26% |
Volatility | 58.40% | 63.20% | 59.80% |
Exercise price | $ 0.1150 | $ 0.1150 | $ 0.1150 |
Warrant life | 5 years | 5 years | 5 years |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 24, 2021 | |
Fair Value Disclosures [Abstract] | ||||||
Initial fair value | $ 625,000 | |||||
Warrants and Rights Outstanding | $ 718,000 | $ 718,000 | ||||
Change in fair value of warrant liabilities | $ 0 | $ 25,477 | $ 0 | $ 77,883 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 24, 2021 | Jun. 30, 2022 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Deferred underwriting discount percentage | 2.50% | |
Underwriting Agreement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Initial Public Offering | $ 1,437,500 |