Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-40474 | ||
Entity Registrant Name | LAKESHORE ACQUISITION I CORP. | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | Suite A-2F, 555 Shihui Road, Songjiang District | ||
Entity Address, City or Town | Shanghai | ||
City Area Code | 86 | ||
Entity Address, Country | CN | ||
Local Phone Number | 13816100700 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 7,095,425 | ||
Entity Central Index Key | 0001848000 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | false | ||
Auditor Name | UHY LLP | ||
Auditor Firm ID | 1195 | ||
Auditor Location | New York | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one ordinary share and three-quarters of one redeemable warrant | ||
Trading Symbol | LAAAU | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Ordinary shares, par value $0.0001 per share | ||
Trading Symbol | LAAA | ||
Security Exchange Name | NASDAQ | ||
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one ordinary share | ||
Trading Symbol | LAAAW | ||
Security Exchange Name | NASDAQ |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
Current assets | |
Cash | $ 438,913 |
Prepaid expenses | 63,708 |
Marketable securities held in trust account | 54,671,966 |
Total Current Assets | 55,174,587 |
Total Assets | 55,174,587 |
Current Liabilities | |
Accrued expense | 25,000 |
Total Current Liabilities | 25,000 |
Total Liabilities | 25,000 |
Commitments and contingencies | |
Redeemable Ordinary Shares | |
Ordinary share subject to possible redemption: 5,467,000 shares (at redemption value of $10.00 per share) | 54,670,000 |
Shareholders' Equity | |
Ordinary share, $0.0001 par value; 500,000,000 shares authorized; 1,628,425 shares issued and outstanding | 163 |
Additional paid-in capital | 779,049 |
Accumulated deficit | (299,625) |
Total Shareholders' Equity | 479,587 |
Total Liabilities and Shareholders' Equity | $ 55,174,587 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 500,000,000 |
Common shares, shares issued | 1,628,425 |
Common shares, shares outstanding | 1,628,425 |
Temporary equity, par value (per share) | $ / shares | $ 10 |
Temporary equity, shares outstanding | 5,467,000 |
Common stock subject to redemption | |
Temporary equity, par value (per share) | $ / shares | $ 10 |
Temporary equity, shares outstanding | 5,467,000 |
Statement of Operations
Statement of Operations | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Statement of Operations | |
Formation, general and administrative expenses | $ 301,591 |
Loss from operations | (301,591) |
Other income | |
Interest income on marketable securities held in trust account | 1,966 |
Net Loss | $ (299,625) |
Basic and diluted weighted average shares outstanding | |
Redeemable ordinary shares-basic and diluted | shares | 3,020,358 |
Ordinary shares-basic | shares | 1,448,654 |
Ordinary shares-diluted | shares | 1,448,654 |
Basic and diluted net loss per share | |
Redeemable ordinary shares-basic and diluted | $ / shares | $ 0.38 |
Ordinary shares-basic | $ / shares | (1.01) |
Ordinary shares-diluted | $ / shares | $ (1.01) |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity - 12 months ended Dec. 31, 2021 - USD ($) | Class A Common Stock Subject to Redemption | Class A Common Stock Not Subject to Redemption | Common StockSponsor | Common Stock | Additional Paid-in CapitalSponsor | Additional Paid-in Capital | Accumulated DeficitSponsor | Accumulated Deficit | Sponsor | Total |
Balance at the beginning at Jan. 05, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Balance at the beginning (in shares) at Jan. 05, 2021 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of public units | $ 144 | $ 547 | $ 24,856 | 54,669,453 | $ 0 | 0 | $ 25,000 | 54,670,000 | ||
Issuance of public units (in shares) | 1,437,500 | 5,467,000 | ||||||||
Issuance of private units | $ 26 | 2,616,724 | 0 | 2,616,750 | ||||||
Issuance of private units (in shares) | 261,675 | |||||||||
Underwriters' discount | (1,366,750) | 0 | (1,366,750) | |||||||
Deduction of other offering costs | (495,788) | 0 | (495,788) | |||||||
Forfeiture of shares | $ (7) | 7 | 0 | |||||||
Forfeiture of shares (in shares) | (70,750) | |||||||||
Change in value of ordinary shares subject to redemption | $ (547) | (52,251,125) | 0 | (52,251,672) | ||||||
Change in value of ordinary shares subject to redemption (in shares) | (5,467,000) | |||||||||
Allocation of offering costs to ordinary shares subject to redemption | 1,780,148 | 0 | 1,780,148 | |||||||
Deduction for increases of carrying value of redeemable shares | (4,198,476) | 0 | (4,198,476) | |||||||
Net loss | $ 1,158,457 | $ (1,458,082) | 0 | (299,625) | (299,625) | |||||
Balance at the end at Dec. 31, 2021 | $ 163 | $ 779,049 | $ (299,625) | $ 479,587 | ||||||
Balance at the end (in shares) at Dec. 31, 2021 | 1,628,425 |
Statement of Cash Flows
Statement of Cash Flows | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flow from operating activities | |
Net loss | $ (299,625) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest income earned in trust account | (1,966) |
Change in operating assets and liabilities: | |
Change in prepaid expenses | (63,708) |
Change in accrued expenses | 25,000 |
Net cash provided by operating activities | (340,299) |
Cash flow from investing activities | |
Cash deposited in trust account | (54,670,000) |
Net cash used in investing activities | (54,670,000) |
Cash flow from financing activities | |
Proceeds from note payable to a related party | 450,000 |
Proceeds from advance for private units to be issued | 70,750 |
Proceeds from issuance of ordinary shares | 57,311,750 |
Repayment of note payable to a related party | (450,000) |
Repayment of advance from private units purchasers | (70,750) |
Payment of underwriters' discount | (1,366,750) |
Payment of offering costs | (495,788) |
Net cash provided by financing activities | 55,449,212 |
Net change in cash | 438,913 |
Cash at beginning of period | 0 |
Cash at end of period | 438,913 |
Non-cash investing and financing activities: | |
Initial classification of or ordinary shares subject to redemption | 50,471,524 |
Subsequent measurement of ordinary shares subject to redemption | $ 4,198,476 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Lakeshore Acquisition I Corp. (the “Company”) was incorporated in Cayman Islands on January 6, 2021 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to any particular industry or geographic region. As of December 31, 2021, the Company had not generated revenue. All activities for the period from January 6, 2021 (inception) through December 31, 2021 relate to the Company’s formation and the initial public offering (the “IPO”) described below and its effort in seeking a target business. The Company will not generate any operating revenue until after its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year-end. The Company’s sponsor is RedOne Investment Limited, a BVI limited liability company (the “sponsor”). Financing The registration statement for the Company’s IPO (as described in Note 3) was declared effective on June 10, 2021. On June 15, 2021, the Company consummated the IPO of 5,000,000 units (which does not include the exercise of the over-allotment option by the underwriters in the IPO) at $10.00 per unit (the “Public Units’), generating gross proceeds of $50,000,000. Simultaneously with the IPO, the Company sold to its sponsor, hedge funds and the representatives of underwriters and certain of their affiliates 250,000 units at $10.00 per unit (the “Private Units”) in a private placement (as described in Note 4), generating total gross proceeds of $2,500,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 Units to cover over-allotment. The Underwriters had partially exercised the option and purchased 467,000 additional Public Units by June 28, 2021, generating gross proceeds of $4,670,000. Upon the closing of the over-allotment on June 28, 2021, the Company consummated a private sale of an additional 11,675 Private Units at a price of $10.00 per Private Unit, generating gross proceeds of $116,750. Offering costs amounted to $1,862,538, consisting of $1,366,750 of underwriting discount and $495,788 of other offering costs. Except for the $25,000 of subscription of founder shares, the Company received net proceeds of $55,424,212 from the IPO and the private placement. Trust Account Upon the closing of the IPO on June 15, 2021 and the closing of the underwriters’ partial exercise of the over-allotment option on June 28, 2021, an aggregate of $54,670,000 from the net proceeds of the sale of the Public Units and the Private Units was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, notes or bonds having a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, until the earlier of the consummation of its first business combination and the Company’s failure to consummate a business combination within 15 months from the consummation of the IPO. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. In addition, interest income earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account. Business Combination Pursuant to Nasdaq listing rules, the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the Trust Account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. The Company will either seek shareholder approval of any business combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. The Company will proceed with a business combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the business combination and, solely if shareholder approval is sought, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company will be required to approve the business combination. Notwithstanding the foregoing, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the ordinary shares sold in the IPO without the Company’s prior written consent. In connection with any shareholder vote required to approve any business combination, the Company’s sponsor, the hedge funds and the representatives of underwriters and certain of their affiliates (collectively, “initial shareholders”) will agree (i) to vote any of their respective shares in favor of the initial business combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in. Liquidation Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete its initial business combination within 15 months from the date of the IPO, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and the Company’s board of directors, liquidate and dissolve. In the event of liquidation, the holders of the founder shares and Private Units will not participate in any redemption distribution with respect to their founder shares or Private Units, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the Trust Account). Liquidity and Capital Resources As of December 31, 2021, the Company had $438,913 in cash held outside its Trust Account available for the Company’s working capital purposes. Prior to the IPO, The Company’s liquidity needs had been satisfied through a payment from the sponsor of $25,000 (see Note 8) for the founder shares, the loan under an unsecured promissory note from the sponsor of $450,000 (see Note 5). The promissory note from the sponsor was repaid in full on June 14, 2021. Upon the consummation of the IPO on June 15, 2021 and the closing of the underwriters’ partial exercise of the over-allotment option on June 28, 2021, and associated private placements (see Note 3 and Note 4), $54,670,000 of cash was placed in the Trust Account. In order to finance transaction costs in connection with a business combination, the initial shareholders or affiliates of the initial shareholders or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans, as defined below (see Note 5). To date, there were no amounts outstanding under any working capital loans. Going Concern The Company performed an assessment on its ability to continue as a going concern in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. There is no assurance that the Company will be able to consummate the initial business combination within 15 months from the date of the IPO. In the event that the Company fails to consummate business combination within the required period, the Company will face mandatory liquidation and dissolution subject to certain obligations under applicable laws or regulations. This uncertainty raises substantial doubt about the Company’s ability as a going concern one year from the date the financial statement is issued. No adjustments have been made to the carrying amounts of assets or liabilities regarding the possibility of the Company not continuing as a going concern, as a result of failing to consummate business combination within 15 months from the date of the IPO. Management plans to continue its efforts to consummate a business combination within 15 months from the date of the IPO. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to 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). 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 an 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. 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 equivalents as of December 31, 2021. Marketable Securities Held in the Trust Account As of December 31, 2021, The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. (See Note 6). 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 (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. The Company’s public 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, ordinary shares subject to possible redemption are presented at redemption value of $10.00 per share 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. Offering Costs Associated with the IPO Offering costs consist underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of December 31, 2021, offering costs totaled $1,862,538. The amount was consisted of $1,366,750 in underwriters’ fees, plus $495,788 of other expenses. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares and public warrants based on the estimated fair values of public shares and public warrants at the date of issuance. Accordingly, $1,780,148 was allocated to public shares and was charged to temporary equity, and $82,390 was allocated to public warrants and was charged to shareholders’ equity. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution that at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 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 shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable 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 shareholders. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the condensed statement of operations is based on the following: For The Period From January 6, 2021 (Inception) To December 31, 2021 Net loss $ (299,625) Accretion of temporary equity to redemption value (4,198,476) Net loss including accretion of temporary equity to redemption value $ (4,498,101) For The Period From January 6, 2021 (Inception) To December 31, 2021 Redeemable shares Non-redeemable shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (3,040,019) $ (1,458,082) Accretion of temporary equity to redemption value 4,198,476 — Allocation of net income/(loss) $ 1,158,457 $ (1,458,082) Denominators: Weighted-average shares outstanding 3,020,358 1,448,654 Basic and diluted net income/(loss) per share $ 0.38 $ (1.01) In connection with the closing of the underwriters’ partial exercise of their over-allotment option on June 28, 2021, 116,750 founder shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. Warrants The Company evaluates the public and private warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both public and private warrants are classified in shareholders’ equity. 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified Cayman Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on January 6, 2021, the evaluation was performed for the period ending December 31, 2021 which will be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. 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 was nil and it had no deferred tax assets for the period ending December 31, 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. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for smaller reporting companies and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. Except for the foregoing, Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO on June 15, 2021, the Company sold 5,000,000 Public Units, which does not include the exercise of the underwriters’ over-allotment option, at a price of $10.00 per Public Unit. Each unit consists of one ordinary share and three The Company granted the underwriters a 45-day option to purchase up to 750,000 Units to cover over-allotment. Upon the closing of the over-allotment on June 28, 2021, the Underwriters had partially exercised the option and purchased 467,000 additional Public Units at a price of $10.00 per Public Unit, generating gross proceeds of $4,670,000. The Company paid an underwriting discount of $1,250,000 (2.5% of the offering price) to the underwriters, and $75,000 to the qualified independent underwriter, at the closing of the IPO. The Company paid an underwriting discount of $116,750 at the closing of the underwriters’ partial exercise of the over-allotment option. The Company has agreed to pay $1,640,100 (“fee” via Business Combination Marketing Agreement between the Company and representative of underwriters), which equals 3% of the gross offering proceeds, payable upon the Company’s completion of the business combination. The fee will become payable from the amounts held in the Trust Account solely in the event the Company completes its business combination. In the event that the Company does not close a business combination, the representative underwriter has agreed to waive its right to receive the fee. All of the 5,467,000 public shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, 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, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. As of December 31, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table. As of December 31, 2021 Gross proceeds $ 54,670,000 Less: Proceeds allocated to public warrants (2,418,328) Offering costs of public shares $ (1,780,148) Plus: Accretion of carrying value to redemption value $ 4,198,476 Ordinary share subject to possible redemption $ 54,670,000 |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Concurrently with the closing of the IPO on June 15, 2021, the Company’s sponsor, hedge funds and the representatives of underwriters and certain of their affiliates purchased an aggregate of 250,000 Private Units in a private placement at $10.00 per Private Unit. The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. Upon the closing of the underwriters’ partial exercise of the over-allotment option on June 28, 2021, the Company consummated a private sale of an additional 11,675 Private Units to the above-mentioned private units purchasers at $10.00 per Private Unit. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On January 8, 2021, 1,437,500 shares of the Company’s ordinary shares were issued to the sponsor at a price of approximately $0.017 per share for an aggregate of $25,000. This number includes an aggregate of up to 187,500 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. Subject to certain limited exceptions, the initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of the Company’s initial business combination or earlier if, subsequent to its initial business combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. On June 28, 2021, the Company cancelled an aggregated of 70,750 ordinary shares issued to certain shareholders of the Company prior to the IPO. Related Party Loans On February 10, 2021, the Company issued a $450,000 principal amount unsecured promissory note to the Company’s sponsor, and the Company had received such amount as of issuance date. The note was non-interest bearing and was fully repaid on June 14, 2021. In order to meet its working capital needs following the consummation of the IPO, the Company’s initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan the Company funds, from time to time or at any time, in amount they deem reasonable in their sole discretion. Each working capital loan would be evidenced by a promissory note and would either be paid upon consummation of the Company’s initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the working capital loan may be converted upon consummation of the Company’s business combination into additional Private Units at a price of $10.00 per unit. If the Company does not complete a business combination, the working capital loan will only be repaid with funds not held in the Trust Account and only to the extent available. As of December 31, 2021, there was nil working capital loan outstanding. Other Related Party Transactions From January 6, 2021 (Inception) to December 31, 2021, total reimbursement of out-of-pocket expenses paid to our sponsor, officers or directors amounted to $ 39,121. The balance amount was nil at December 31, 2021. In September 2021, the Company made a temporary payment of $30,000 to the Company’s sponsor, for the purpose of leasing an office on behalf of the Company. The Company had cancelled this plan and the sponsor returned the amount to the Company on October 19, 2021. The balance amount of due to related party was nil at December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 6 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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: Level 2: Level 3: 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, 2021 Assets: Marketable securities held in Trust Account 1 $ 54,671,966 Except for the foregoing, the Company does not have any assets measured at fair value on a recurring basis at December 31, 2021. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. No such transfers |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 7 — 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 financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Business Combination Marketing Agreement The Company has entered into Business Combination Marketing Agreement with representative of its underwriters, and agreed to pay a fee totaling $1,640,100, which equals 3% of the gross offering proceeds, payable upon the Company’s completion of the business combination. The fee will become payable from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close a business combination, the representative underwriter has waived its right to receive the fee. Registration Rights The initial shareholders will be entitled to registration rights with respect to their initial shares, as well as the holders of the Private Units and holders of any securities issued to the Company’s initial shareholders, officers, directors or their affiliates in payment of working capital loans or extension loans made to the Company, will be entitled to registration rights with respect to the Private Units (and underlying securities), pursuant to an agreement signed on the effective date of the IPO. The holders of such securities are entitled to demand that the Company register these securities at any time after the Company consummates a business combination. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a business combination. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Shareholders' Equity | |
Shareholder's Equity | Note 8 — Shareholders’ Equity Ordinary shares The Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. On January 8, 2021, 1,437,500 shares of the Company’s ordinary shares were issued to the sponsor at a price of approximately $0.017 per share for an aggregate of $25,000. On May 11, 2021, the sponsor surrendered 553,314 shares of founder shares, and then the Company re-issued this portion of founder shares, purchased by hedge funds and representatives of underwriters and certain of their affiliates with nominal price. In the event that the over-allotment option is not exercised, an aggregate of up to 187,500 shares held by initial shareholders will be forfeited proportionally. Subject to certain limited exceptions, the initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to the Company’s initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. On June 15, 2021, the Company sold 5,000,000 units at a price of $10.00 per Public Unit in the IPO; and the Company sold to its sponsor, hedge funds and the representatives of underwriters and certain of their affiliates of underwriters an aggregate of 250,000 Private Units at $10.00 per Private Unit. Each Public Unit and Private Unit consists of one share of ordinary shares and three quarters of one warrant. The Company granted the underwriters a 45-day option to purchase up to 750,000 Units to cover over-allotment. Upon the closing of the over-allotment on June 28, 2021, the Underwriters had partially exercised the option and purchased 467,000 additional Public Units at a price of $10.00 per Public Unit; and the Company consummated a private sale of an additional 11,675 Private Units at a price of $10.00 per Private Units. Additionally, on June 28, 2021, the Company cancelled an aggregated of 70,750 ordinary shares issued to certain shareholders of the Company prior to the IPO. As of December 31, 2021, there were 1,628,425 shares of ordinary shares issued and outstanding Warrants Each warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share commencing 30 days after the completion of its initial business combination, and expiring five years from after the completion of an initial business combination. No fractional warrant will be issued and only whole warrants will trade. The Company may redeem the warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period. If the Company redeems the warrants as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” If a registration statement is not effective within 90 days following the consummation of a business combination, warrant 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 warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act of 1933, as amended. In the event that a registration statement is not effective at the time of exercise or no exemption is available for a cashless exercise, the holder of such warrant shall not be entitled to exercise such warrant for cash and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the warrant exercise. If an initial business combination is not consummated, the warrants will expire and will be worthless. In addition, if (a) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination, and (c) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the market price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the market price. |
Restatement of Prior Period Fin
Restatement of Prior Period Financial Statement | 12 Months Ended |
Dec. 31, 2021 | |
Restatement of Prior Period Financial Statement | |
Restatement of Prior Period Financial Statement | Note 9 — Restatement of Prior Period Financial Statement Recently, the Staff of the SEC issued comment letters to multiple SPACs and addressed certain accounting and reporting considerations related to redeemable equity instruments. Based on ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity. As a result, the Company re-evaluated its accounting classification of public shares and concluded that all public shares should be reported as temporary equity on the Company’s balance sheet. The Company previously classified 4,578,015 public shares as temporary equity and the remaining as permanent equity to maintain total shareholders’ equity above $5 million on the balance sheet as of June 15, 2021 filed with Form 8-K on June 22, 2021. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” we evaluated and have determined to restate all 5,000,000 public shares as temporary equity. The following summarizes the effect of the restatement on each financial statement line item. As As As of June 15, 2021 Reported Adjustment Restated Restated Balance Sheet Ordinary share subject to possible redemption $ 45,780,150 $ 4,219,850 $ 50,000,000 Shareholders’ Equity Ordinary share 211 (42) 169 Additional paid in capital 5,011,721 (4,219,808) 791,913 Total shareholders’ equity $ 5,000,004 $ (4,219,850) $ 780,154 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 31, 2022, the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to 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). 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 an 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. |
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 equivalents as of December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in the Trust Account As of December 31, 2021, The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. (See Note 6). |
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 (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. The Company’s public 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, ordinary shares subject to possible redemption are presented at redemption value of $10.00 per share 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. |
Offering Costs Associated with the IPO | Offering Costs Associated with the IPO Offering costs consist underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of December 31, 2021, offering costs totaled $1,862,538. The amount was consisted of $1,366,750 in underwriters’ fees, plus $495,788 of other expenses. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares and public warrants based on the estimated fair values of public shares and public warrants at the date of issuance. Accordingly, $1,780,148 was allocated to public shares and was charged to temporary equity, and $82,390 was allocated to public warrants and was charged to shareholders’ equity. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution that at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 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 shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable 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 shareholders. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the condensed statement of operations is based on the following: For The Period From January 6, 2021 (Inception) To December 31, 2021 Net loss $ (299,625) Accretion of temporary equity to redemption value (4,198,476) Net loss including accretion of temporary equity to redemption value $ (4,498,101) For The Period From January 6, 2021 (Inception) To December 31, 2021 Redeemable shares Non-redeemable shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (3,040,019) $ (1,458,082) Accretion of temporary equity to redemption value 4,198,476 — Allocation of net income/(loss) $ 1,158,457 $ (1,458,082) Denominators: Weighted-average shares outstanding 3,020,358 1,448,654 Basic and diluted net income/(loss) per share $ 0.38 $ (1.01) In connection with the closing of the underwriters’ partial exercise of their over-allotment option on June 28, 2021, 116,750 founder shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. |
Warrants | Warrants The Company evaluates the public and private warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both public and private warrants are classified in shareholders’ equity. |
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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified Cayman Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on January 6, 2021, the evaluation was performed for the period ending December 31, 2021 which will be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. 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 was nil and it had no deferred tax assets for the period ending December 31, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for smaller reporting companies and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. Except for the foregoing, Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Schedule of basic and diluted loss per ordinary share | For The Period From January 6, 2021 (Inception) To December 31, 2021 Net loss $ (299,625) Accretion of temporary equity to redemption value (4,198,476) Net loss including accretion of temporary equity to redemption value $ (4,498,101) For The Period From January 6, 2021 (Inception) To December 31, 2021 Redeemable shares Non-redeemable shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (3,040,019) $ (1,458,082) Accretion of temporary equity to redemption value 4,198,476 — Allocation of net income/(loss) $ 1,158,457 $ (1,458,082) Denominators: Weighted-average shares outstanding 3,020,358 1,448,654 Basic and diluted net income/(loss) per share $ 0.38 $ (1.01) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
Schedule of ordinary shares reflected on the balance sheet | As of December 31, 2021, the ordinary shares reflected on the balance sheet are reconciled in the following table. As of December 31, 2021 Gross proceeds $ 54,670,000 Less: Proceeds allocated to public warrants (2,418,328) Offering costs of public shares $ (1,780,148) Plus: Accretion of carrying value to redemption value $ 4,198,476 Ordinary share subject to possible redemption $ 54,670,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | 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, 2021 Assets: Marketable securities held in Trust Account 1 $ 54,671,966 |
Restatement of Prior Period F_2
Restatement of Prior Period Financial Statement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restatement of Prior Period Financial Statement | |
Effect of the restatement to the Post-IPO Balance Sheet | As As As of June 15, 2021 Reported Adjustment Restated Restated Balance Sheet Ordinary share subject to possible redemption $ 45,780,150 $ 4,219,850 $ 50,000,000 Shareholders’ Equity Ordinary share 211 (42) 169 Additional paid in capital 5,011,721 (4,219,808) 791,913 Total shareholders’ equity $ 5,000,004 $ (4,219,850) $ 780,154 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Jun. 28, 2021USD ($)$ / sharesshares | Jun. 15, 2021USD ($)$ / sharesshares | Jan. 08, 2021USD ($) | Jan. 06, 2021 | Dec. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||
Condition for future business combination number of businesses minimum | 1 | ||||
Underwriting fees | $ 1,366,750 | ||||
Deferred underwriting fee payable | 1,862,538 | ||||
Other offering costs | 495,788 | ||||
Aggregate purchase price | $ 54,670,000 | ||||
Investment Of Proceeds In Trust Account | $ 54,670,000 | $ 54,670,000 | |||
Anticipating equity interest to be acquired (In Percentage) | 100.00% | ||||
Minimum percentage of equity interest to be acquired ( in percentage) | 100.00% | ||||
Post transaction voting interest to be acquired ( in percentage) | 50.00% | ||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Cash held outside the Trust Account | $ 438,913 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 5,000,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 50,000,000 | ||||
Private Placement Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 11,675 | ||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||
Proceeds from issuance initial public offering | $ 116,750 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 467,000 | 750,000 | |||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 4,670,000 | ||||
Maximum number of days available to underwriters to purchase units | 45 days | ||||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate purchase price | $ 25,000 | $ 25,000 | |||
Maximum borrowing capacity of related party promissory note | 450,000 | ||||
Sponsor | Private Placement Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 250,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from issuance initial public offering | $ 2,500,000 | ||||
Sponsor | IPO and Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance initial public offering | 55,424,212 | ||||
Aggregate purchase price | $ 25,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Cash equivalents | $ 0 |
Temporary equity redemption price per share | $ / shares | $ 10 |
Deferred underwriting fee payable | $ 1,862,538 |
Underwriting fees | 1,366,750 |
Other offering costs | 495,788 |
Allocation of offering costs to ordinary shares subject to redemption | 1,780,148 |
Cash, FDIC Insured Amount | 250,000 |
Unrecognized tax benefits | 0 |
Deferred tax assets | 0 |
Public Shares [Member] | |
Allocation of offering costs to ordinary shares subject to redemption | 1,780,148 |
Public Warrants | |
Allocation of offering costs to ordinary shares subject to redemption | $ 82,390 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Net Income (Loss) per Share (Details) - USD ($) | Jun. 28, 2021 | Dec. 31, 2021 |
Net loss | $ (299,625) | |
Accretion of temporary equity to redemption value | (4,198,476) | |
Net loss including accretion of temporary equity to redemption value | (4,498,101) | |
Numerators: | ||
Net Loss | $ (299,625) | |
Denominators: | ||
Weighted-average shares outstanding, basic | 1,448,654 | |
Weighted-average shares outstanding, diluted | 1,448,654 | |
Basic net income/(loss) per share | $ (1.01) | |
Diluted net income/(loss) per share | $ (1.01) | |
Shares that are no longer subject to forfeiture | 116,750 | |
Class A Common Stock Subject to Redemption | ||
Net loss | $ 1,158,457 | |
Numerators: | ||
Allocation of net loss including accretion of temporary equity | (3,040,019) | |
Accretion of temporary equity to redemption value | 4,198,476 | |
Net Loss | $ 1,158,457 | |
Denominators: | ||
Weighted-average shares outstanding, basic | 3,020,358 | |
Weighted-average shares outstanding, diluted | 3,020,358 | |
Basic net income/(loss) per share | $ 0.38 | |
Diluted net income/(loss) per share | $ 0.38 | |
Class A Common Stock Not Subject to Redemption | ||
Net loss | $ (1,458,082) | |
Numerators: | ||
Allocation of net loss including accretion of temporary equity | (1,458,082) | |
Net Loss | $ (1,458,082) | |
Denominators: | ||
Weighted-average shares outstanding, basic | 1,448,654 | |
Weighted-average shares outstanding, diluted | 1,448,654 | |
Basic net income/(loss) per share | $ (1.01) | |
Diluted net income/(loss) per share | $ (1.01) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jun. 28, 2021 | Jun. 15, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting discount | $ 1,250,000 | ||
Percentage Of Underwriting Compensation To the Offering Price | 2.50% | ||
Aggregate deferred underwriting fee payable | $ 1,640,100 | ||
Percentage of gross offering proceeds | 3.00% | ||
Temporary equity, shares outstanding | 5,467,000 | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 5,000,000 | ||
Purchase price, per unit | $ 10 | ||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.75 | ||
Proceeds from issuance initial public offering | $ 50,000,000 | ||
Underwriting discount | $ 75,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 467,000 | 750,000 | |
Purchase price, per unit | $ 10 | ||
Maximum Number of days available To Underwriters To Purchase Units | 45 days | ||
Proceeds from issuance initial public offering | $ 4,670,000 | ||
Underwriting discount | $ 116,750 |
Initial Public Offering - Ordin
Initial Public Offering - Ordinary shares reflected on the balance sheet (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Initial Public Offering | |
Gross proceeds | $ 54,670,000 |
Proceeds allocated to public warrants | (2,418,328) |
Offering costs of public shares | (1,780,148) |
Accretion of carrying value to redemption value | 4,198,476 |
Ordinary share subject to possible redemption | $ 54,670,000 |
Private Placement (Details)
Private Placement (Details) - $ / shares | Jun. 28, 2021 | Dec. 31, 2021 | Jun. 15, 2021 |
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 467,000 | 750,000 | |
Exercise price of warrants | $ 10 | ||
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 11,675 | ||
Private Placement Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 11,675 | ||
Private Placement Offering | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 250,000 | ||
Price of warrants | $ 10 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Jan. 08, 2021 | Dec. 31, 2021 | Jun. 28, 2021 |
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ 54,670,000 | ||
Shares subject to forfeiture | 187,500 | ||
Sponsor | |||
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ 25,000 | $ 25,000 | |
Founder Shares | |||
Related Party Transaction [Line Items] | |||
Aggregate number of shares owned | 70,750 | ||
Founder Shares | Sponsor | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 1,437,500 | ||
Share Price | $ 0.017 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Feb. 10, 2021 | |
Related Party Transaction [Line Items] | |||
Due to related party | $ 0 | ||
Sponsor | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | 450,000 | ||
Payments for lease office space to related party | $ 30,000 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 450,000 | ||
Related Party Loans | |||
Related Party Transaction [Line Items] | |||
Loan conversion agreement warrant | $ 500,000 | ||
Price of warrant | $ 10 | ||
Outstanding balance | $ 0 | ||
Other Related Party Transactions | |||
Related Party Transaction [Line Items] | |||
Balance amount | 0 | ||
Reimbursement of out-of-pocket expenses paid | $ 39,121 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Assets: | |
Fair value assets level 1 to level 2 transfers | $ 0 |
Fair value assets level 2 to level 1 transfers | 0 |
Fair value assets transferred into (out of) level 3 | 0 |
Level 1 | Recurring | Marketable securities | |
Assets: | |
Marketable securities held in Trust Account | $ 54,671,966 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies | |
Aggregate deferred underwriting fee payable | $ 1,640,100 |
Percentage of gross offering proceeds | 3.00% |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) - USD ($) | Jun. 28, 2021 | Jun. 15, 2021 | May 11, 2021 | Jan. 08, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 500,000,000 | ||||
Common shares, par value (in dollars per share) | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 1,437,500 | 1,628,425 | |||
Aggregate purchase price | $ 54,670,000 | ||||
Common stock shares cancelled | 70,750 | ||||
Common shares, shares outstanding (in shares) | 1,628,425 | ||||
Temporary equity, shares outstanding | 5,467,000 | ||||
Sponsor | |||||
Class of Stock [Line Items] | |||||
Aggregate purchase price | $ 25,000 | $ 25,000 | |||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Share Price | $ 0.017 | ||||
Aggregate purchase price | $ 25,000 | ||||
Shares Surrendered | 553,314 | ||||
Maximum shares subject to forfeiture | 187,500 | ||||
Over-allotment option | |||||
Class of Stock [Line Items] | |||||
Number of units sold | 467,000 | 750,000 | |||
Purchase price, per unit | $ 10 | ||||
Maximum Number of days available To Underwriters To Purchase Units | 45 days | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Number of units sold | 5,000,000 | ||||
Purchase price, per unit | $ 10 | ||||
Private Placement Offering | |||||
Class of Stock [Line Items] | |||||
Number of units sold | 11,675 | ||||
Purchase price, per unit | $ 10 | $ 10 | |||
Private Placement Offering | Sponsor | |||||
Class of Stock [Line Items] | |||||
Number of units sold | 250,000 | ||||
Purchase price, per unit | $ 10 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants (Details) - Warrants | 12 Months Ended |
Dec. 31, 2021D$ / shares | |
Class of Warrant or Right [Line Items] | |
Warrant redemption condition minimum share price | $ 11.50 |
Maximum period after business combination in which to file registration statement | 30 days |
Public Warrants expiration term | 5 years |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Redemption period | 30 days |
Period of time within which registration statement is expected to become effective | 90 days |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Redemption price per public warrant (in dollars per share) | $ 18 |
Share price trigger used to measure dilution of warrant | 18 |
Redemption Of Warrants When Price Per Class Ordinary Share Equals Or Exceeds 9.20 | |
Class of Warrant or Right [Line Items] | |
Share price trigger used to measure dilution of warrant | $ 9.20 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% |
Restatement of Prior Period F_3
Restatement of Prior Period Financial Statement (Details) - USD ($) | Dec. 31, 2021 | Jun. 15, 2021 | Jan. 05, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Ordinary share subject to possible redemption | $ 54,670,000 | ||
Stockholder's Equity | |||
Ordinary share | 163 | ||
Additional paid-in capital | 779,049 | ||
Total shareholders' equity | $ 479,587 | $ 0 | |
Restatement of redeemable common stock as temporary equity | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Ordinary share subject to possible redemption | $ 50,000,000 | ||
Stockholder's Equity | |||
Ordinary share | 169 | ||
Additional paid-in capital | 791,913 | ||
Total shareholders' equity | 780,154 | ||
As Previously Reported | Restatement of redeemable common stock as temporary equity | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Ordinary share subject to possible redemption | 45,780,150 | ||
Stockholder's Equity | |||
Ordinary share | 211 | ||
Additional paid-in capital | 5,011,721 | ||
Total shareholders' equity | 5,000,004 | ||
Adjustment | Restatement of redeemable common stock as temporary equity | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Ordinary share subject to possible redemption | 4,219,850 | ||
Stockholder's Equity | |||
Ordinary share | (42) | ||
Additional paid-in capital | (4,219,808) | ||
Total shareholders' equity | $ (4,219,850) |
Revision of Prior Period Financ
Revision of Prior Period Financial Statement - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Jun. 15, 2021 | Jan. 05, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Temporary equity, shares outstanding | 5,467,000 | ||
Total shareholders' equity | $ 479,587 | $ 0 | |
Restatement of redeemable common stock as temporary equity | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Temporary equity, shares outstanding | 5,000,000 | ||
Total shareholders' equity | $ 780,154 | ||
Restatement of redeemable common stock as temporary equity | As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Temporary equity, shares outstanding | 4,578,015 | ||
Total shareholders' equity | $ 5,000,004 | ||
Restatement of redeemable common stock as temporary equity | As Previously Reported | Minimum | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total shareholders' equity | $ 5,000,000 |