Document And Entity Information
Document And Entity Information | 11 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | SAI.TECH Global Corp |
Document Type | F-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO.1 |
Entity Central Index Key | 0001847075 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | #01-05 Pearl’s Hill Terrace |
Entity Address, Country | SG |
Entity Address, City or Town | Singapore |
Entity Address, Postal Zip Code | 168976 |
City Area Code | +65 |
Local Phone Number | 9656 5641 |
Balance Sheet
Balance Sheet | Dec. 31, 2021 USD ($) |
Current assets | |
Cash | $ 28,079 |
Prepaid expenses | 74,078 |
Total Current Assets | 102,157 |
Investments held in Trust Account | 44,891,829 |
Total Assets | 44,993,986 |
Liabilities, Temporary Equity, and Shareholders’ Deficit | |
Accounts payable and accrued expenses | 1,459,098 |
Related party loans | 130,000 |
Total Current Liabilities | 1,589,098 |
Deferred underwriters’ marketing fees | 1,571,145 |
Total Liabilities | 3,160,243 |
Commitments and Contingencies | |
Ordinary shares subject to possible redemption, 4,488,986 shares at conversion value of $10.00 per share | 44,889,860 |
Shareholders’ Deficit: | |
Preference shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding | |
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 1,074,780 issued and outstanding (excluding 4,488,986 shares subject to possible redemption) | 107 |
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 272,247 shares issued and outstanding | 27 |
Additional paid-in capital | |
Accumulated deficit | (3,056,251) |
Total Shareholders’ Deficit | (3,056,117) |
Total Liabilities, Temporary Equity and Shareholders’ Deficit | $ 44,993,986 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2021 $ / shares shares |
Ordinary shares subject to possible redemption, shares | 4,488,986 |
Ordinary shares subject to possible redemption, conversion value per share (in Dollars per share) | $ / shares | $ 10 |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 |
Preference shares, shares issued | |
Preference shares, shares outstanding | |
Class A Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 |
Ordinary shares, shares issued | 1,074,780 |
Ordinary shares, shares outstanding | 1,074,780 |
Class B Ordinary Shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 |
Ordinary shares, shares issued | 272,247 |
Ordinary shares, shares outstanding | 272,247 |
Statements of Operations
Statements of Operations | 11 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Formation and operating costs | $ 1,925,574 |
Loss from operations | (1,925,574) |
Other income: | |
Interest earned on investment held in Trust Account | 1,969 |
Loss before income taxes | (1,923,605) |
Income taxes | |
Net loss | $ (1,923,605) |
Basic and diluted weighted average shares outstanding, Ordinary shares attributable to TradeUP Global Corporation (in Shares) | shares | 1,244,225 |
Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation (in Dollars per share) | $ / shares | $ (1.46) |
Class A Ordinary Shares Subject to Possible Redemption | |
Other income: | |
Basic and diluted weighted average shares outstanding, Ordinary shares attributable to TradeUP Global Corporation (in Shares) | shares | 3,191,545 |
Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation (in Dollars per share) | $ / shares | $ (0.03) |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Deficit - 11 months ended Dec. 31, 2021 - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Preference shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jan. 25, 2021 | ||||||
Balance (in Shares) at Jan. 25, 2021 | ||||||
Founder shares issued to initial shareholder | $ 115 | 24,885 | 25,000 | |||
Founder shares issued to initial shareholder (in Shares) | 1,150,000 | |||||
Sale of units through public offering | $ 400 | 39,999,600 | 40,000,000 | |||
Sale of units through public offering (in Shares) | 4,000,000 | |||||
Sale of over-allotment units | $ 49 | 4,889,811 | 4,889,860 | |||
Sale of over-allotment units (in Shares) | 488,986 | |||||
Underwriters’ discount | (897,797) | (897,797) | ||||
Underwriters’ marketing fees | (1,571,145) | (1,571,145) | ||||
Other offering expenses | (936,370) | (936,370) | ||||
Sale of private placement shares | $ 22 | 2,247,778 | 2,247,800 | |||
Sale of private placement shares (in Shares) | 224,780 | |||||
Forfeiture of Class B ordinary shares by initial shareholder | $ (3) | 3 | ||||
Forfeiture of Class B ordinary shares by initial shareholder (in Shares) | (27,753) | |||||
Conversion of Class B founder shares into Class A ordinary shares | $ 85 | $ (85) | ||||
Conversion of Class B founder shares into Class A ordinary shares (in Shares) | 850,000 | (850,000) | ||||
Change in value of ordinary shares subject to redemption | $ (449) | (43,624,293) | (43,624,742) | |||
Change in value of ordinary shares subject to redemption (in Shares) | (4,488,986) | |||||
Allocation of offering costs to ordinary shares subject to redemption | 3,309,341 | 3,309,341 | ||||
Accretion of carrying value to redemption value | (3,441,813) | (1,132,646) | (4,574,459) | |||
Net loss | (1,923,605) | (1,923,605) | ||||
Balance at Dec. 31, 2021 | $ 107 | $ 27 | $ (3,056,251) | $ (3,056,117) | ||
Balance (in Shares) at Dec. 31, 2021 | 1,074,780 | 272,247 |
Statement of Cash Flows
Statement of Cash Flows | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (1,923,605) |
Interest earned on investment held in Trust Account | (1,969) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (74,078) |
Accounts payable and accrued expenses | 1,176,778 |
Net Cash Used in Operating Activities | (822,874) |
Cash Flows from Investing Activities: | |
Purchase of investment held in Trust Account | (44,889,860) |
Net Cash Used in Investing Activities | (44,889,860) |
Cash Flows from Financing Activities: | |
Proceeds from sale of units through public offering | 40,000,000 |
Proceeds from sale of over-allotment units | 4,889,860 |
Payment of underwriters’ discount | (897,797) |
Payment of offering costs | (624,050) |
Proceeds from sale of private placement shares | 2,247,800 |
Proceeds from issuance of promissory note to related party | 220,000 |
Repayment of promissory note to related party | (225,000) |
Proceeds from related party loans | 158,000 |
Repayment of related party loans | (28,000) |
Net Cash Provided by Financing Activities | 45,740,813 |
Net Change in Cash | 28,079 |
Cash at beginning of period | |
Cash at end of period | 28,079 |
Supplemental Disclosure of Non-cash Financing Activities | |
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Offering costs paid by promissory note – related party | 5,000 |
Accrued deferred offering costs | 282,320 |
Deferred underwriting compensation | 1,571,145 |
Change in value of Class A ordinary shares subject to possible redemption | 43,624,742 |
Allocation of offering costs to ordinary shares subject to redemption | 3,309,341 |
Accretion of carrying value to redemption value | $ 4,574,459 |
Organization and Business Opera
Organization and Business Operation | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Business Operation | Note 1 — Organization and Business Operation Organization TradeUP Global Corporation (the “Company” or “TradeUP”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on January 26, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not commenced any operations. For the period from January 26, 2021 (inception) through December 31, 2021, the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering (the “Initial Public Offering”) of units consisting of one Class A ordinary share and one -half -operating The registration statement for the Company’s Initial Public Offering became effective on April 28, 2021. On May 3, 2021, the Company consummated the Initial Public Offering of 4,000,000 Units (the “Public Units”) at $10.00 per Public Unit, generating gross proceeds of $40,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 215,000 Class A ordinary shares (the “Initial Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement (the “Initial Private Placement”) to the Company’s founder and sponsor, TradeUP Global Sponsor LLC (the “Sponsor”), generating gross proceeds of $2,150,000, which is described in Note 5. Transaction costs of the Initial Public Offering and the Private Placement amounted to $3,030,656, consisting of $800,000 of underwriting fees, $1,400,000 of deferred underwriters’ marketing fees and $830,656 of other offering costs. On May 12, 2021, the underwriters partially exercised the over -allotment Following the closing of the Initial Public Offering on May 3, 2021 and the issuance and sale of the Option Units on May 12, 2021, $44,889,860 from the net proceeds of the sale of the Public Units and Option Units in the Initial Public Offering was placed in a trust account (the “Trust Account”) maintained by Wilmington Trust, National Association as a trustee. The aggregate amount of $44,889,860 ($10.00 per Public Unit and Option Unit) was invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Initial Public Offering; or (iii) absent an initial Business Combination within 18 months from the closing of the Initial Public Offering, its return of the funds held in the Trust Account to its public shareholders as part of its redemption of the Public Shares. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. On September 27, 2021, the Company entered into a business combination agreement (as it may be amended from time to time, the “Business Combination Agreement”), with TGC Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of TradeUP (“Merger Sub”), and SAITECH Limited, a Cayman Islands exempted company (“SAI”), as amended on October 20, 2021 by the Amendment to Business Combination Agreement and as further amended on January 26, 2022 by the Second Amendment to Business Combination Agreement (the “Second Amendment”). The Business Combination Agreement provides that, among other things, Merger Sub will merger with and into SAI, with SAI surviving the merger as a wholly owned subsidiary of TradeUP (the “merger” and the merger and the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination”). In connection with the Business Combination, TradeUP will change its corporate name to “SAI.TECH Global Corporation” (“New SAI”). The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding fees payable to the underwriters pursuant to the Business Combination Marketing Agreement dated April 28, 2021, among the Company, US Tiger Securities, Inc. and R.F. Lafferty & Co., Inc, defined herein as the “Business Combination Fee”) and taxes payable and interest previously released for working capital purposes on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction -transaction The ordinary shares subject to possible redemption have been recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have until November 3, 2022, 18 months from the closing of the Initial Public Offering, to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share -month Company shares issued to the Sponsor in connection with the organization of the Company (the “Founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in Public Units and the Option units. Holders of Founder shares have the same shareholder rights as public shareholders, except that (i) prior to the Company’s initial Business Combination, only holders of the Company’s Class B ordinary shares have the right to vote on the appointment of directors, including in connection with the completion of the Company’s initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason; (ii) the Founder shares are subject to certain transfer restrictions, as described in more detail below; (iii) the Sponsor and certain shareholders that have acquired Class A or Class B ordinary shares from the Sponsor (the “Initial Shareholders”) have entered into an agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder shares and public shares in connection with the completion of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their Founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Combination Period and (C) waive their rights to liquidating distributions from the Trust Account with respect to their Founder shares if the Company fails to complete its initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period); (iv) the Founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Company’s initial Business Combination, or earlier at the option of the holder thereof; and (v) the Founder shares are entitled to registration rights. If the Company submits its initial Business Combination to its public shareholders for a vote, its initial shareholders have agreed to vote their Founder shares and any Public Shares purchased during or after the Initial Public Offering in favor of its initial Business Combination. The other members of the Company’s management team have entered into agreements similar to the one entered into by the Company’s Sponsor with respect to any Public Shares acquired by them in or after Initial Public Offering. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third -party Business Combination Agreement On September 27, 2021, the Company entered into a business combination agreement (as it has been and may be further amended and/or restated from time to time, the “Business Combination Agreement”) with TGC Merger Sub, Inc., a Cayman Islands exempted company incorporated with limited liability and a direct wholly -owned The “Merger Consideration” will be paid by the issuance of the Company’s Class A ordinary shares (“Purchaser Class A Shares”) and a new series of the Company’s Class B ordinary shares (“Purchaser Class B Shares”) with an aggregate value, based on a price of $10.00 per share, equal to $188,000,000 (as amended under the Second Amendment to the Business Combination Agreement dated as of January 26, 2022). The Merger Consideration is also subject to a potential increase if TradeUP Global Sponsor LLC (the “Sponsor”) or its affiliates (other than the Purchaser or any of its subsidiaries) fail to fund all or any portion of amounts in excess of $4,500,000 of “Transaction Expenses” (which include deferred underwriting fees, but expressly exclude any D&O tail insurance policy costs or other liabilities), and SAITECH elects by providing written notice to the Company after the Company closing statement is delivered to SAITECH and prior to Closing to treat such unfunded amount as the “Excess Purchaser Indebtedness and Liability Amount,” which amount would increase the Merger Consideration. In connection with the Merger and the Merger Consideration: (i) SAITECH’s preferred shares will convert into SAITECH’s Class A ordinary shares (“SAITECH Class A Ordinary Shares”) immediately prior to the Merger; (ii) Holders of the issued and outstanding SAITECH Class A Ordinary Shares (including current holders of SAITECH’s prior preferred shares) will receive shares of Purchaser Class A Shares; and (iii) the current holder of SAITECH’s issued and outstanding Class B ordinary shares will receive Purchaser Class B Shares. Holders of Purchaser Class A Shares and Purchaser Class B Shares will vote together as one class on all matters submitted to a vote for Members’ consent. Each Purchaser Class A Share will be entitled to one (1) vote on all matters subject to a vote of Members, and each Purchaser Class B Share shall be entitled to ten (10) votes on all matters subject to a vote of Members. Other than voting rights, the Purchaser Class A Shares and Purchaser Class B shares will have the same rights and powers and have the same ranking in all respects (including with respect to dividends, distributions an on liquidation), absent different treatment approved by separate class vote of each of the holders of Purchaser Class A Shares and Purchaser Class B Shares. The new series of Purchaser Class B Shares will be convertible at any time by the holder into one (1) Purchaser Class A Share. Each Purchaser Class B Share will also be convertible automatically into one Purchaser Class A Share (i) on the first anniversary of the Founder’s death or incapacity, (ii) on a date determined by the Board during the period commencing 90 days after, and ending 180 days after, the date on which Founder is terminated for Cause (as defined), and (iii) upon a sale, pledge, transfer or other disposition to any person who is not a Permitted Transferee (as defined in the Business Combination Agreement), subject to certain exceptions for permitted pledges. The consummation of the Business Combination is subject to customary conditions, including, among other things, (i) the approval of the Business Combination Agreement by the shareholders of TradeUP, (ii) TradeUP having an aggregate cash amount of at least $17.5 million available at Closing in TradeUP’s trust account after giving effect to the redemptions of any shares of Purchaser Class A Shares for holders that timely exercise and do not waive their redemptions rights in respect of the transaction, but before giving effect to the consummation of the closing and the payment of any outstanding TradeUP transaction expenses, SAITECH transaction expenses and indebtedness permitted under the Business Combination Agreement (which may be waived by SAITECH), (iii) TradeUP having at least $5,000,001 of net tangible assets after giving effect to redemptions, (iv) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart -Scott-Rodino The parties to the Business Combination Agreement have made customary representations, warranties and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of TradeUP and SAITECH and their subsidiaries prior to the Closing. The Business Combination Agreement may be terminated by SAITECH or TradeUP under certain circumstances, including, among others, (i) by mutual written consent of SAITECH and TradeUP, (ii) by either SAITECH or TradeUP if the Closing has not occurred on or before March 31, 2022, (iii) by SAITECH or TradeUP if either TradeUP or SAITECH has not obtained the required approval of its shareholders, (iv) by TradeUP if SAITECH fails to deliver PCAOB compliant audited financial statements to TradeUP by October 15, 2021, and (v) by SAITECH, if TradeUP’s board of directors makes a change in recommendation in supporting the Business Combination Agreement and the transactions contemplated thereby. Registration Rights Agreement At the Closing of the Business Combination, pursuant to the Business Combination Agreement, TradeUP will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with Sponsor, certain directors of TradeUP, and shareholders of SAITECH containing customary registration rights for the equityholders party to the agreement, including piggyback registration rights and up to two demand registration rights for an underwritten public offering. Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, the Sponsor and certain insiders of TradeUP entered into an Agreement (the “Sponsor Support Agreement”) with TradeUP, pursuant to which the Sponsor and such insiders agreed to vote all the Founder Shares beneficially owned by them in favor of the Business Combination and each other proposal related to the Business Combination included on the agenda for the special meeting of shareholders relating to the Business Combination, to appear at such meeting or otherwise cause their shares to be counted as present for purposes of establishing a quorum at such meeting, to vote against any proposal that would impede the Business Combination and the other transactions contemplated thereby, to vote against any change in business, management or board of directors of TradeUP other than in connection with the Business Combination, not to redeem any of their shares, and to the waiver of their respective anti -dilution Sponsor Letter Agreement Amendment Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor and certain insiders of the Company have entered into an amendment to that certain Letter Agreement, dated as of April 28, 2021, by and among the Company, the Sponsor and those certain insiders (the “Letter Agreement Amendment”), pursuant to which the Sponsor and such insiders (i) consented to the Business Combination Agreement, (ii) agreed to be bound by certain amended lock -up Pursuant to Lock -Up -up -up -half -up within any 30 -trading -half -up -trading -Up New CEO and CFO Employment Agreements Concurrent with the signing of the Business Combination Agreement, TradeUP entered into employment agreements with SAITECH’s current Chief Executive Officer (Risheng Li) and Chief Financial Officer (Jian Zou), to become the respective Chief Executive Officer and Chief Financial Officer of TradeUP following the closing, which agreements will become effective at the closing of the Merger. The employment agreements provide for base salaries of $200,000 per year, and eligibility to earn an annual bonus in a target amount of fifty percent (50%) of the base salary for the Chief Executive Officer and 25 percent (25%) of the base salary for the Chief Financial Officer. Each of the agreements provide for severance payments for a termination by the Purchaser without Cause and termination by the employee for Good Reason, as defined, of (i) other than in connection with a change of control, (A) 12 -months -month -competition -solicitation -solicitation Liquidity and Capital Resource Following the closing of the Initial Public Offering on May 3, 2021 and the sales of the Option Units on May 12, 2021, a total of $44,889,860 was placed in the Trust Account, and the Company had $413,633 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. As of December 31, 2021, the Company had a working deficit of $1,486,941. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required up to $1,200,000 as discussed in Note 6. As of December 31, 2021, the working capital loans amounted to $130,000. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs to execute its intended initial Business Combination twelve months from the date of the issuance of the accompanying financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant accounting policies | Note 2 — Significant accounting policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with US 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. Actual results could differ from those estimates. Cash The Company considers all short -term Investments Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses that are directly related to the Initial Public Offering and charged to shareholders’ equity upon the completion of the Initial Public Offering. Warrants The Company accounts for warrants as either equity -classified -classified to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non -cash Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of December 31, 2021, $0 was over the Federal Deposit Insurance Corporation (FDIC) limit. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term 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: • • • Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company may be subject to potential examination by United States federal and state taxing authorities in the areas 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 federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net loss attributable to both the redeemable shares and non -redeemable -redeemable -redeemable -dilutive The net loss per share presented in the statement of operations is based on the following: For the Net loss $ (1,923,605 ) Accretion of carrying value to redemption value (4,574,459 ) Net loss including accretion of carrying value to redemption value $ (6,498,064 ) For the Period From January 26, 2021 (inception) through December 31, 2021 Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (4,675,369 ) $ (1,822,695 ) Accretion of carrying value to redemption value 4,574,459 — Allocation of net loss $ (100,910 ) $ (1,822,695 ) Denominators: Weighted-average shares outstanding 3,191,545 1,244,225 Basic and diluted net loss per share $ (0.03 ) $ (1.46 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Investments Held in Trust Accou
Investments Held in Trust Account | 11 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Investments Held in Trust Account | Note 3 — Investments Held in Trust Account As of December 31, 2021, assets held in the Trust Account comprised $44,891,829 in money market funds which are invested in U.S. Treasury Securities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 44,891,829 |
Initial Public Offering
Initial Public Offering | 11 Months Ended |
Dec. 31, 2021 | |
Regulated Operations [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 4,000,000 Public Units at $10.00 per Public Unit and the underwriters partially exercised the over -allotment -half Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A ordinary share at a price of $11.50 per share, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five All of the 4,488,986 public shares sold as part of the Public Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Company’s redeemable ordinary shares is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in As of December 31, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table. As of Gross proceeds $ 44,889,860 Less: Proceeds allocated to public warrants (1,265,118 ) Offering costs of public shares (3,309,341 ) Plus: Accretion of carrying value to redemption value 4,574,459 Ordinary shares subject to possible redemption $ 44,889,860 |
Private Placement
Private Placement | 11 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 5 — Private Placement Simultaneously with the closing of the Initial Public Offering and the sale of Option Units, the Sponsor purchased an aggregate of 224,780 Private Placement Shares at a price of $10.00 per share. The proceeds from the sale of the Private Placement Shares were held outside of the Trust Account and are available for the payment of offering costs and for working capital purposes. The Sponsor will be permitted to transfer the Private Placement Shares held by it to certain permitted transferees, including the Company’s officers and directors and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the Sponsor. Otherwise, the Private Placement Shares will not, subject to certain limited exceptions, be transferable or salable until the completion of the Company’s Business Combination. |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder and Private Placement Shares On February 1, 2021, the Sponsor acquired 1,150,000 Class B ordinary shares (“Founder shares”) for an aggregate purchase price of $25,000. On May 3, 2021, the Sponsor transferred an aggregate of 60,000 Founder shares to the Company’s three independent directors at the same price originally paid for such shares. On May 3, 2021, the Sponsor converted 850,000 Class B ordinary shares into 850,000 Class A ordinary shares. Simultaneously with the closing of the Initial Public Offering and the sale of Option Units, the Sponsor purchased an aggregate of 224,780 Class A ordinary shares at a price of $10.00 per share for an aggregate purchase price of $2,247,800. The Sponsor has agreed not to transfer, assign or sell 50% of its Founder shares until the earlier to occur of: (i) six months after the completion of the Company’s initial Business Combination; and (ii) subsequent to the Company’s initial Business Combination (x) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (y) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share sub -divisions -trading Promissory Note — Related Party On February 2, 2021, the Sponsor agreed to lend the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. This loan was non -interest Related Party (Working Capital) Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, lend the Company funds as may be required. If the Company completes the initial Business Combination, it will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account will be used for such repayment. Up to $1,200,000 of such loans may be convertible into Class A ordinary shares, at a price of $10.00 per share at the option of the lender. As of December 31, 2021, the Company had an outstanding balance of $130,000 under the working capital loans. |
Commitments & Contingencies
Commitments & Contingencies | 11 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 7 — Commitments & Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Registration Rights The holders of the Founder Shares, Private Placement Shares and Class A ordinary shares that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement signed in connection with the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back Underwriters Agreement The Company granted the underwriters a 45 -day -allotments -allotment Business Combination Marketing Agreement The Company is obligated to pay the underwriters a deferred Business Combination Fee equal to 3.5% of the gross proceeds of the Initial Public Offering and the sale of over -allotment |
Deferred Underwriters' Marketin
Deferred Underwriters' Marketing Fees | 11 Months Ended |
Dec. 31, 2021 | |
Deferred Underwriters Marketing Fees [Abstract] | |
Deferred Underwriters' Marketing Fees | Note 8 — Deferred Underwriters’ Marketing Fees The Company is obligated to pay the underwriters a deferred Business Combination Fee equal to 3.5% of the gross proceeds of the Initial Public Offering and the sale of over -allotment |
Shareholders' Deficit
Shareholders' Deficit | 11 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 9 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares -allotment Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors for any reason. The Class B ordinary shares will automatically convert into Class A ordinary shares on the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder shares, including the 850,000 Founder shares that were converted into Class A ordinary shares, will equal, in the aggregate, on an as -converted -linked -linked -for-one Warrants -allotment five The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of its initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b) (1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Once the warrants become exercisable, the Company may call the warrants for redemption: • • • • -trading The Company accounted for the 2,244,493 warrants issued with the Initial Public Offering as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815 -40 |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date on which the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US 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. Actual results could differ from those estimates. |
Cash | Cash The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses that are directly related to the Initial Public Offering and charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Warrants | Warrants The Company accounts for warrants as either equity -classified -classified to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non -cash |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of December 31, 2021, $0 was over the Federal Deposit Insurance Corporation (FDIC) limit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term 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: • • • |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company may be subject to potential examination by United States federal and state taxing authorities in the areas 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 federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net loss attributable to both the redeemable shares and non -redeemable -redeemable -redeemable -dilutive The net loss per share presented in the statement of operations is based on the following: For the Net loss $ (1,923,605 ) Accretion of carrying value to redemption value (4,574,459 ) Net loss including accretion of carrying value to redemption value $ (6,498,064 ) For the Period From January 26, 2021 (inception) through December 31, 2021 Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (4,675,369 ) $ (1,822,695 ) Accretion of carrying value to redemption value 4,574,459 — Allocation of net loss $ (100,910 ) $ (1,822,695 ) Denominators: Weighted-average shares outstanding 3,191,545 1,244,225 Basic and diluted net loss per share $ (0.03 ) $ (1.46 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of calculation of net loss including accretion to redemption | For the Net loss $ (1,923,605 ) Accretion of carrying value to redemption value (4,574,459 ) Net loss including accretion of carrying value to redemption value $ (6,498,064 ) |
Schedule of net loss per share | For the Period From January 26, 2021 (inception) through December 31, 2021 Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (4,675,369 ) $ (1,822,695 ) Accretion of carrying value to redemption value 4,574,459 — Allocation of net loss $ (100,910 ) $ (1,822,695 ) Denominators: Weighted-average shares outstanding 3,191,545 1,244,225 Basic and diluted net loss per share $ (0.03 ) $ (1.46 ) |
Investments Held in Trust Acc_2
Investments Held in Trust Account (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of assets that are measured at fair value | Description Level December 31, Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 44,891,829 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Regulated Operations [Abstract] | |
Schedule of ordinary shares reflected on the balance sheet | As of Gross proceeds $ 44,889,860 Less: Proceeds allocated to public warrants (1,265,118 ) Offering costs of public shares (3,309,341 ) Plus: Accretion of carrying value to redemption value 4,574,459 Ordinary shares subject to possible redemption $ 44,889,860 |
Organization and Business Ope_2
Organization and Business Operation (Details) - USD ($) | 11 Months Ended | ||
May 12, 2021 | May 03, 2021 | Dec. 31, 2021 | |
Organization and Business Operation (Details) [Line Items] | |||
Number of units shares (in Shares) | 4,488,986 | ||
Proceeds from issuance initial public offering | $ 40,000,000 | ||
Sale of private placement warrants (in Shares) | 2,000,000 | 224,780 | |
Deferred offering costs noncurrent | $ 1,400,000 | ||
Other offering costs | $ 830,656 | ||
Transaction costs | $ 374,656 | ||
Underwriting fees | 97,797 | ||
Deferred underwriting fees | 171,145 | ||
Other offering costs | 105,714 | ||
Net proceeds | 44,889,860 | ||
Aggregate amount | $ 44,889,860 | ||
Public Unit shares (in Dollars per share) | $ 10 | ||
Business combination percentage | 100% | ||
Aggregate fair market value, percentage | 80% | ||
Percentage of outstanding voting securities | 50% | ||
Net tangible assets | $ 5,000,001 | ||
Interest to pay dissolution expenses | $ 100,000 | ||
Public shares redeem percentage | 100% | ||
Public Share per shares (in Dollars per share) | $ 10 | ||
Business combination agreement, description | (i) the approval of the Business Combination Agreement by the shareholders of TradeUP, (ii) TradeUP having an aggregate cash amount of at least $17.5 million available at Closing in TradeUP’s trust account after giving effect to the redemptions of any shares of Purchaser Class A Shares for holders that timely exercise and do not waive their redemptions rights in respect of the transaction, but before giving effect to the consummation of the closing and the payment of any outstanding TradeUP transaction expenses, SAITECH transaction expenses and indebtedness permitted under the Business Combination Agreement (which may be waived by SAITECH), (iii) TradeUP having at least $5,000,001 of net tangible assets after giving effect to redemptions, (iv) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”), (v) no evidence that TradeUP does not qualify as a “foreign private issuer” under the Exchange Act, and (vi) SAITECH having at least $1.0 million of net cash (i.e., cash less indebtedness) at Closing. | ||
Transaction expenses and other liabilities | $ 4,500,000 | ||
Shares exceeds per share (in Dollars per share) | $ 14 | ||
Base salaries amount per year | $ 200,000 | ||
Trust account total | $ 44,889,860 | ||
Cash | $ 413,633 | ||
Working deficit | 1,486,941 | ||
Loan amount | 1,200,000 | ||
Working capital loan amount | $ 130,000 | ||
Initial Public Offering [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Purchase price, per unit (in Dollars per share) | $ 10 | $ 10 | |
Number of units shares (in Shares) | 4,000,000 | 4,000,000 | |
Proceeds from issuance initial public offering | $ 40,000,000 | ||
Private Placement [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Purchase price, per unit (in Dollars per share) | $ 10 | ||
Proceeds from issuance initial public offering | $ 2,150,000 | ||
Sale of private placement warrants (in Shares) | 215,000 | ||
Transaction costs | $ 3,030,656 | ||
Underwriting fees | $ 800,000 | ||
Sponsor shares (in Shares) | 9,780 | ||
Additional per shares (in Dollars per share) | $ 10 | ||
Generating total proceeds | $ 97,800 | ||
Over-Allotment Option [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Purchase price, per unit (in Dollars per share) | $ 10 | ||
Number of units shares (in Shares) | 488,986 | 488,986 | |
Gross proceeds | $ 4,889,860 | $ 44,889,860 | |
Class A [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Purchase price, per unit (in Dollars per share) | $ 11.5 | ||
Shares exceeds per share (in Dollars per share) | 17.5 | ||
Purchaser Class B Shares [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Purchase price, per unit (in Dollars per share) | $ 10 | ||
Amount of aggregate value | $ 188,000,000 | ||
Transaction expenses | $ 4,500,000 | ||
Chief Executive Officer [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Percentage of base salary | 50% | ||
Chief Financial Officer [Member] | |||
Organization and Business Operation (Details) [Line Items] | |||
Percentage of base salary | 25% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 11 Months Ended |
Dec. 31, 2021 USD ($) shares | |
Accounting Policies [Abstract] | |
Federal deposit insurance corporation | $ | $ 0 |
Aggregate purchase | shares | 2,244,493 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of calculation of net loss including accretion to redemption | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule of calculation of net loss including accretion to redemption [Abstract] | |
Net loss | $ (1,923,605) |
Accretion of carrying value to redemption value | (4,574,459) |
Net loss including accretion of carrying value to redemption value | $ (6,498,064) |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of net loss per share | 11 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Redeemable Ordinary Shares [Member]l | |
Numerators: | |
Allocation of net loss including carrying value to redemption value | $ (4,675,369) |
Accretion of carrying value to redemption value | 4,574,459 |
Allocation of net loss | $ (100,910) |
Denominators: | |
Weighted-average shares outstanding (in Shares) | shares | 3,191,545 |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.03) |
Non-Redeemable Ordinary Shares [Member] | |
Numerators: | |
Allocation of net loss including carrying value to redemption value | $ (1,822,695) |
Accretion of carrying value to redemption value | |
Allocation of net loss | $ (1,822,695) |
Denominators: | |
Weighted-average shares outstanding (in Shares) | shares | 1,244,225 |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (1.46) |
Investments Held in Trust Acc_3
Investments Held in Trust Account (Details) | Dec. 31, 2021 USD ($) |
Disclosure Text Block Supplement [Abstract] | |
Assets, fair value | $ 44,891,829 |
Investments Held in Trust Acc_4
Investments Held in Trust Account (Details) - Schedule of assets that are measured at fair value | Dec. 31, 2021 USD ($) |
Level 1 [Member] | |
Investments Held in Trust Account (Details) - Schedule of assets that are measured at fair value [Line Items] | |
Trust Account – U.S. Treasury Securities Money Market Fund | $ 44,891,829 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 11 Months Ended | ||
May 12, 2021 | May 03, 2021 | Dec. 31, 2021 | |
Initial Public Offering (Details) [Line Items] | |||
Number of units sold | 4,488,986 | ||
Redemption Or Liquidation | 5 years | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of units sold | 4,000,000 | 4,000,000 | |
Purchase price, per unit | $ 10 | $ 10 | |
Redemption Or Liquidation | 12 months | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of units sold | 488,986 | 488,986 | |
Purchase price, per unit | $ 10 | ||
Gross proceeds | $ 4,889,860 | $ 44,889,860 | |
Exercisable warrants | 30 days | ||
Class A Ordinary Share [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Purchase price, per unit | $ 11.5 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of ordinary shares reflected on the balance sheet | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule of ordinary shares reflected on the balance sheet [Abstract] | |
Gross proceeds | $ 44,889,860 |
Less: | |
Proceeds allocated to public warrants | (1,265,118) |
Offering costs of public shares | (3,309,341) |
Plus: | |
Accretion of carrying value to redemption value | 4,574,459 |
Ordinary shares subject to possible redemption | $ 44,889,860 |
Private Placement (Details)
Private Placement (Details) - $ / shares | Dec. 31, 2021 | May 03, 2021 |
Private Placement [Abstract] | ||
Warrants issued | 224,780 | 2,000,000 |
Price of warrants | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 11 Months Ended | |||
May 03, 2021 | Feb. 02, 2021 | Feb. 01, 2021 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||
Stock transferred to others during period shares | 60,000 | |||
Aggregate purchase price (in Dollars) | $ 25,000 | |||
Working capital loan (in Dollars) | $ 130,000 | |||
IPO [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Number of shares issued | 2,244,493 | |||
Sponsor agreed to lend the Company (in Dollars) | $ 300,000 | |||
Class B Common Stock | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common shares, value (in Dollars per share) | $ 0.0001 | |||
Class B Common Stock | Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Conversion of Class B founder shares into Class A ordinary shares | 850,000 | |||
Class A Ordinary Share [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common shares, value (in Dollars per share) | $ 0.0001 | |||
Convertible loans (in Dollars) | $ 1,200,000 | |||
Price per shares (in Dollars per share) | $ 10 | |||
Class A Ordinary Share [Member] | Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Conversion of Class B founder shares into Class A ordinary shares | 850,000 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Conversion of Class B founder shares into Class A ordinary shares | 850,000 | |||
Founder Shares [Member] | Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Percentage of conditional transfer of founder shares | 50% | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in Dollars per share) | $ 12.5 | |||
Founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial business combination | 50% | |||
Founder Shares [Member] | Class B Common Stock | Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Number of shares issued | 1,150,000 | |||
Aggregate purchase price | 25,000 | |||
Founder Shares [Member] | Class A Ordinary Share [Member] | Sponsor [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Number of shares issued | 224,780 | |||
Common shares, value (in Dollars per share) | $ 10 | |||
Aggregate purchase price (in Dollars) | $ 2,247,800 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 11 Months Ended | ||
May 12, 2021 | May 03, 2021 | Dec. 31, 2021 | |
Commitments & Contingencies (Details) [Line Items] | |||
Gross proceeds (in Dollars) | $ 40,000,000 | ||
Percentage of cash fee related to business combination | 3.50% | ||
Over-Allotment Option [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Stock option exercised | 488,986 | ||
Underwriting discount | 2% | ||
Initial Public Offering [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Gross proceeds (in Dollars) | $ 40,000,000 | ||
Sale of option units | 897,797 | ||
Underwriters Agreement [Member] | Over-Allotment Option [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Gross proceeds (in Dollars) | $ 4,889,860 | ||
Business Combination Marketing Agreement [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Percentage of cash fee related to business combination | 3.50% | ||
Underwriters Agreement [Member] | Over-Allotment Option [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Additional units | 600,000 |
Deferred Underwriters' Market_2
Deferred Underwriters' Marketing Fees (Details) | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Deferred Underwriters Marketing Fees [Abstract] | |
Percentage of cash fee related to business combination | 3.50% |
Business combination held in trust account | $ 1,571,145 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - USD ($) $ / shares in Units, $ in Millions | 11 Months Ended | |||
May 03, 2021 | Dec. 31, 2021 | May 12, 2021 | Feb. 01, 2021 | |
Shareholders' Deficit (Details) [Line Items] | ||||
Preference shares, authorized | 1,000,000 | |||
Converted basis of stock percentage | 20% | |||
Warrants issued | 2,000,000 | 224,780 | ||
Additional issued warrant | 244,493 | |||
Warrant expire term | 5 years | |||
Warrants for redemption, description | • in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and• if, and only if, closing price of the Class A ordinary shares equals or exceeds $16.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. | |||
Fair value of warrants (in Dollars) | $ 1.3 | |||
Fair value of warrant per unit (in Dollars per share) | $ 0.58 | |||
Initial Public Offering [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Number of units sold | 4,488,986 | |||
Number of shares issued | 2,244,493 | |||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||
Private Placement [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Warrants issued | 215,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Class A Ordinary Share [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Number of units sold | 4,488,986 | |||
Common stock, shares issued | 1,074,780 | |||
Common stock, shares outstanding | 1,074,780 | |||
Class A common stock subject to possible redemption, outstanding | 4,488,986 | |||
Price per share (in Dollars per share) | $ 11.5 | |||
Class A Ordinary Share [Member] | Private Placement [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Number of shares issued | 224,780 | |||
Class B ordinary shares [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Common stock, shares issued | 272,247 | 1,150,000 | ||
Common stock, shares outstanding | 272,247 | 1,150,000 | ||
Founder Shares [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Conversion of class B founder shares into class A ordinary shares | 850,000 | |||
Founder Shares [Member] | Class B ordinary shares [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Shares forfeited | 27,753 | |||
Sponsor [Member] | Class A Ordinary Share [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Conversion of class B founder shares into class A ordinary shares | 850,000 | |||
Sponsor [Member] | Class B ordinary shares [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Conversion of class B founder shares into class A ordinary shares | 850,000 | |||
Sponsor [Member] | Founder Shares [Member] | ||||
Shareholders' Deficit (Details) [Line Items] | ||||
Number of shares transferred | 60,000 |