Document and Entity Information
Document and Entity Information - USD ($) | 10 Months Ended | ||
Dec. 31, 2021 | Apr. 05, 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 Registrant Name | Blue Safari Group Acquisition Corp | ||
Entity Incorporation, State or Country Code | D8 | ||
Entity File Number | 001-40473 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | Cheung Kong Center58th Floor, Unit 58012 Queens Road Central | ||
Entity Address, City or Town | Central | ||
Entity Address, Country | HK | ||
City Area Code | +852 | ||
Local Phone Number | 92589728 | ||
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 | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 57,958,850 | ||
Entity Common Stock, Shares Outstanding | 7,537,500 | ||
Entity Central Index Key | 0001853084 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | true | ||
Auditor Firm ID | 688 | ||
Auditor Location | Houston, Texas | ||
Auditor Name | Marcum LLP | ||
Units, each consisting of one Class A ordinary share, with no par value, and one right to receive one-tenth of one Class A ordinary share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, consisting of one Class A ordinary share, with no par value, and one right to receive one-tenth of one Class A ordinary share | ||
Trading Symbol | BSGAU | ||
Security Exchange Name | NASDAQ | ||
Class A ordinary shares included as part of the units | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Ordinary Shares | ||
Trading Symbol | BSGA | ||
Security Exchange Name | NASDAQ | ||
Rights included as part of the units | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Rights | ||
Trading Symbol | BSGAR | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET | Dec. 31, 2021USD ($) |
Assets | |
Cash and cash equivalents | $ 413,417 |
Prepaid Expenses | 157,553 |
Total current assets | 570,970 |
Investments held in Trust Account | 58,077,104 |
Total Assets | 58,648,074 |
Liabilities and Shareholders' Equity (Deficit) | |
Accrued offering costs and expenses | 549,373 |
Due to related party | 355,863 |
Promissory note - related party | 200,000 |
Total current liabilities | 1,105,236 |
Deferred underwriters discount | 2,012,500 |
Total liabilities | 3,117,736 |
Commitments & Contingencies | |
Class A ordinary shares subject to possible redemption, 5,750,000 shares at redemption value (at $10.10 per unit) | 58,075,000 |
Shareholders' Equity (Deficit): | |
Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (5,973,519) |
Total shareholders' equity (deficit) | (2,544,662) |
Total Liabilities and Shareholders' Equity (Deficit) | 58,648,074 |
Class A Ordinary Shares | |
Shareholders' Equity (Deficit): | |
Common stock | 3,403,857 |
Class A ordinary shares subject to possible redemption | |
Liabilities and Shareholders' Equity (Deficit) | |
Class A ordinary shares subject to possible redemption, 5,750,000 shares at redemption value (at $10.10 per unit) | 58,075,000 |
Class B Ordinary Shares | |
Shareholders' Equity (Deficit): | |
Common stock | $ 25,000 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Ordinary Shares | |
Common shares, par value | $ / shares | $ 0 |
Common shares, shares authorized | 100,000,000 |
Common shares, shares issued | 350,000 |
Common shares, shares outstanding | 350,000 |
Class A ordinary shares subject to possible redemption | |
Temporary equity, shares outstanding | 5,750,000 |
Temporary equity per share | $ / shares | $ 10.10 |
Class B Ordinary Shares | |
Common shares, par value | $ / shares | $ 0 |
Common shares, shares authorized | 10,000,000 |
Common shares, shares issued | 1,437,500 |
Common shares, shares outstanding | 1,437,500 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ 1,241,824 |
Loss from operations | (1,241,824) |
Other income | |
Interest income earned on Trust | 2,104 |
Total other income | 2,104 |
Net loss | $ (1,239,720) |
Class A ordinary shares subject to possible redemption | |
Other income | |
Basic weighted average shares outstanding | shares | 3,704,327 |
Diluted weighted average shares outstanding | shares | 3,704,327 |
Basic net loss per common share | $ / shares | $ (0.23) |
Diluted net loss per common share | $ / shares | $ (0.23) |
Class B ordinary shares subject to possible redemption | |
Other income | |
Basic weighted average shares outstanding | shares | 1,621,514 |
Diluted weighted average shares outstanding | shares | 1,621,514 |
Basic net loss per common share | $ / shares | $ (0.23) |
Diluted net loss per common share | $ / shares | $ (0.23) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - 10 months ended Dec. 31, 2021 - USD ($) | Class A Ordinary SharesCommon Stock | Class B Ordinary SharesCommon Stock | Class A ordinary shares subject to possible redemption | Accumulated Deficit | Total |
Balance at the beginning at Feb. 22, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Feb. 22, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Class B ordinary share issued to initial shareholder | $ 25,000 | 25,000 | |||
Class B ordinary share issued to initial shareholder (in shares) | 1,437,500 | ||||
Sale of 292,500 Private Placement Units on June 14, 2021 | $ 2,925,000 | 2,925,000 | |||
Sale of 292,500 Private Placement Units on June 14, 2021 (in shares) | 292,500 | ||||
Issuance of representative shares | $ 478,857 | 478,857 | |||
Issuance of representative shares (in shares) | 57,500 | ||||
Re-measurement of carrying value of Class A ordinary shares subject to possible redemption to redemption value | $ (4,733,799) | (4,733,799) | (4,733,799) | ||
Net loss | (1,239,720) | (1,239,720) | |||
Balance at the end at Dec. 31, 2021 | $ 3,403,857 | $ 25,000 | $ (5,973,519) | $ (2,544,662) | |
Balance at the end (in shares) at Dec. 31, 2021 | 350,000 | 1,437,500 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) | Jun. 14, 2021shares |
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) | |
Sale of Private Placement Units (in shares) | 292,500 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (1,239,720) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Formation costs paid by Sponsor | 7,169 |
Interest earned on cash and marketable securities held in Trust Account | (2,104) |
Changes in current assets and liabilities: | |
Prepaid assets | (69,208) |
Due to related party | 355,863 |
Accrued expenses | 549,373 |
Net cash used in operating activities | (398,627) |
Cash flows from investing activities: | |
Investments held in Trust Account | (58,075,000) |
Net cash used in investing activities | (58,075,000) |
Cash flows from financing activities: | |
Proceeds from initial public offering | 49,000,000 |
Proceeds from private placement | 2,925,000 |
Proceeds from overallotment, net of underwriter discount | 7,350,000 |
Payment of deferred offering costs | (387,956) |
Net cash provided by financing activities | 58,887,044 |
Net change in cash | 413,417 |
Cash, beginning of the period | 0 |
Cash, end of the period | 413,417 |
Supplemental disclosure of cash flow information: | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 |
Initial value of ordinary shares subject to possible redemption | 57,500,000 |
Deferred underwriting commissions payable charged to additional paid in capital | 2,012,500 |
Re-measurement of carrying value of Class A ordinary shares subject to possible redemption to redemption value | $ 4,733,799 |
Organization and Business Opera
Organization and Business Operation | 10 Months Ended |
Dec. 31, 2021 | |
Organization and Business Operation | |
Organization and Business Operation | Note 1 — Organization and Business Operation Blue Safari Group Acquisition Corp. (the “Company”) is newly incorporated blank check company incorporated as a British Virgin Island (“BVI”) business company on February 23, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any potential Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the Proposed Public Offering (the “IPO”) as defined below. The Company will not generate any operating revenues until after the completion of 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 BSG First Euro Investment Corp., a British Virgin Islands company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on June 9, 2021 (the “Effective Date”). On June 14, 2021 the Company consummated the IPO of 5,750,000 units (the “Units”), including 750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $57,500,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 292,500 units (the “Private Placement Unit”), at a price of $10.00 per Private Placement Unit, generating gross proceeds of $2,925,000, which is discussed in Note 4. Transaction costs of the IPO amounted to $4,158,799 consisting of $1,150,000 of underwriting discount, $2,012,500 of deferred underwriting discount, the fair value of the representative shares of $478,857 and $517,442 of other offering costs. Upon the closing of the IPO, an aggregate of $10.10 per Unit sold in the IPO, or an aggregate of $58,075,000, was held in a Trust Account (“Trust Account”) and was invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Proposed Public Offering and the private placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period (defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity and (iii) the redemption of all of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period (defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the public shareholders. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirement. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) 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 12 months from the closing of the IPO (the “Combination Period”) (or up to 18 months from the closing of the IPO if the Company extend the period of time to consummate a Business Combination by the full amount of time) to complete the initial Business Combination. If the Company has not completed 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 The Sponsor, officers and directors have agreed to (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete the 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 the initial Business Combination within the Combination Period). If the Company submits the initial Business Combination to the public shareholders for a vote, the insiders have agreed, pursuant to such letter agreement, to vote their founder shares, private placement shares and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 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, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations. On November 18, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Blue Safari Mini Corp., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub”), and Bitdeer Technologies Holding Company, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Bitdeer”). Pursuant to the Merger Agreement, the parties thereto will enter into a Business Combination transaction by which Merger Sub will merge with and into Bitdeer with Bitdeer being the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). The Merger Agreement and the Transactions were unanimously approved by the boards of directors of each of the Company and Bitdeer. On December 15, 2021, the Company entered into an Amended and Restated Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) by and among (i) the Company, (ii) Bitdeer Technologies Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“BTG”), (iii) Blue Safari Merge Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG (“Merger Sub 1”), (iv) Blue Safari Merge II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of BTG (“Merger Sub 2”), (v) Bitdeer Merge Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of BTG (“Merger Sub 3”, and together with BTG, Merger Sub 1 and Merger Sub 2, the “Acquisition Entities”), (vi) SPAC Sub, and (vii) the Company, to amend and restate the Original Merger Agreement. The Merger Agreement amended and restated the Original Merger Agreement to effect a change in structure of the business combination without affecting any underlying economic interests, whereby (a) Merger Sub 1 will merge with and into the Company with the Company being the surviving entity (the “First SPAC Merger”) and becoming a wholly owned subsidiary of BTG, (b) immediately following the First SPAC Merger, the Company will merge with and into Merger Sub 2 with Merger Sub 2 being the surviving entity (the “Second SPAC Merger”, and together with the First SPAC Merger, the “Initial Mergers”), and (c) following the Initial Mergers, Merger Sub 3 will merge with and into the Company (the “Acquisition Merger” and together with the Initial Mergers, the “Mergers”), with the Company being the surviving entity and becoming a wholly owned subsidiary of BTG. The Merger Agreement and the transactions contemplated therein were unanimously approved by the boards of directors of each of the Company, BTG, Merger Sub 1, Merger Sub 2, Merger Sub 3, and Bitdeer. The Mergers and other transactions contemplated by the Merger Agreement are expected to be consummated after obtaining the required approval by the shareholders of the Company and Bitdeer and the satisfaction of certain other customary closing conditions. Going Concern Consideration As of December 31, 2021, the Company had $413,417 in cash, and working capital deficit of $535,626 (excluding future tax obligations). The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $25,001 from the sale of the Founders Shares (as defined in Note 5), and loan proceeds from the Sponsor of $200,000 under the Note (Note 5). Subsequent from the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. The Company expects to incur increased expenses since becoming a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses in connection with the initial business combination. The Company has until June 14, 2022 to consummate a Business Combination (or December 14, 2022 if it exercises its option to extend the date). It is uncertain that we will be able consummate a Business Combination by either date. If a Business Combination is not consummated by the required dates, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company's assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern”, management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company's ability to continue as a going concern. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after June 14, 2022 (or December 14, 2022 if extended). Based upon the above analysis, management determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 10 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated 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 U.S. Securities and Exchange Commission (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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $413,417 in cash and no cash equivalents as of December 31, 2021. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs in the aggregate of $4,163,799 have been charged to shareholders’ equity (consisting of $1,150,000 of underwriting discount, $2,012,500 of deferred underwriting discount, the fair value of the representative shares of $478,857 and $522,442 Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP stablishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Investments Held in Trust Account At December 31, 2021, the Company had $58,077,104 assets held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information and classifies as Level 1 measurements. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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) is 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 the occurrence of uncertain future events. Accordingly, at December 31, 2021, 5,750,000 shares of Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Net Income (loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Period from February 23, 2021 (Inception) to December 31, 2021 Non- Redeemable redeemable Class A Class A Class B NUMERATOR Allocation of net loss $ (862,273) $ (52,486) $ (324,961) DENOMINATOR Weighted average shares outstanding 3,704,327 225,481 1,396,034 Basic and diluted net loss per share $ (0.23) $ (0.23) $ (0.23) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’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 a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the period presented. 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 which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 10 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On June 14, 2021, Company consummated its IPO and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment. Each Unit consists of one ordinary share (“Ordinary Share”) and one right (“Right”) to receive one-tenth All of the 5,750,000 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, 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 certificate of incorporation. In accordance with 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. The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2021, the Class A ordinary shares subject to possible redemptions reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 57,500,000 Less: Ordinary shares issuance costs allocated to Class A ordinary shares subject to possible redemption (4,158,799) Plus: Re-measurement of carrying value to redemption value 4,733,799 Class A ordinary shares subject to possible redemptions $ 58,075,000 |
Private Placement
Private Placement | 10 Months Ended |
Dec. 31, 2021 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of an aggregate 292,500 Units (“Private Placement Units”), which included the additional 22,500 Private Placement Units sold pursuant to the full exercise of the underwriters’ option to cover the over-allotment. The Private Placement Units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of the initial Business Combination except to permitted transferees, and they will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. |
Related Party Transactions
Related Party Transactions | 10 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 23, 2021 and March 4, 2021, the Company’s Sponsor paid $25,001, or approximately $0.017 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 1,437,500 Class B ordinary shares (“Founder shares’), with no par value per share, 187,500 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. On June 14, 2021, the underwriter exercised the over-allotment option in full, hence, the 187,500 Founder Shares that are no longer subject to forfeiture. The Company’s initial shareholders have agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except as described herein under “Principal Shareholders — Transfers of Founder Shares and Private Placement Units”). (the “Lock-up”). Promissory Note — Related Party On March 1, 2021, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $200,000. The Promissory Note is non-interest bearing and payable on the date that the Company consummates the IPO of its securities or the date on which the Company determines not to conduct an IPO. On January 20, 2022, the Company executed an amendment to extend the maturity date of the Promissory Note to March 2, 2022, and the Company may in its sole discretion extend the initial maturity date for up to an additional six months in the event that the Company has not repaid in full the principal amount. As of December 31, 2021, the Company had borrowed $200,000 under the promissory note. Due to Related Party The balance of $355,863 is represented by $67,333 accrued for the administrative support services provided by the Sponsor commencing on June 9, 2021, and $288,530 of accrued expenses paid by the Sponsor on behalf of the Company. Working Capital Loans 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 (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. 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 the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,150,000 of the Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of December 31, 2021, no such Working Capital Loans were outstanding. |
Commitments & Contingencies
Commitments & Contingencies | 10 Months Ended |
Dec. 31, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the founder shares, Private Placement Units, shares being issued to the underwriters of the Proposed Public Offering, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed 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 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” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement The underwriters have a 45-day option from June 14, 2021 to purchase up to an additional 750,000 Units, consisting of 750,000 Class A ordinary shares and 750,000 rights to cover over-allotments, if any. On June 14, 2021, the underwriter fully exercised the over-allotment option to purchase 750,000 Units, and paid an underwriting commission in aggregate of $1,150,000. Additionally, the underwriters will be entitled to a deferred underwriting commissions of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $2,012,500 upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. Representative’s Ordinary Shares The Company issued to Maxim Partners LLC and/or its designees, 57,500 shares upon the consummation of the IPO. Maxim has agreed not to transfer, assign or sell any such shares until the completion of our initial business combination. In addition, Maxim has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of our initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete our initial business combination within 12 months from the closing of the IPO, or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate a business combination. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the IPO pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which the prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of which the prospectus forms a part except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates. Right of First Refusal For a period beginning on the closing of the IPO and ending 12 months from the closing of a business combination, the Company has granted Maxim a right of first refusal to act as lead-left book running manager and lead left placement agent for any and all future private or public equity, equity-linked, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales in the IPO. |
Shareholders' Equity
Shareholders' Equity | 10 Months Ended |
Dec. 31, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 7 — Shareholders’ Equity Preference Shares — outstanding Class A Ordinary Shares Class B Ordinary Shares— outstanding one-for-one |
Subsequent Events
Subsequent Events | 10 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 10 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated 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 U.S. Securities and Exchange Commission (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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $413,417 in cash and no cash equivalents as of December 31, 2021. |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Accordingly, as of December 31, 2021, offering costs in the aggregate of $4,163,799 have been charged to shareholders’ equity (consisting of $1,150,000 of underwriting discount, $2,012,500 of deferred underwriting discount, the fair value of the representative shares of $478,857 and $522,442 |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP stablishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021, the Company had $58,077,104 assets held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information and classifies as Level 1 measurements. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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) is 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 the occurrence of uncertain future events. Accordingly, at December 31, 2021, 5,750,000 shares of Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Net Income (loss) Per Ordinary Share | Net Income (loss) Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Period from February 23, 2021 (Inception) to December 31, 2021 Non- Redeemable redeemable Class A Class A Class B NUMERATOR Allocation of net loss $ (862,273) $ (52,486) $ (324,961) DENOMINATOR Weighted average shares outstanding 3,704,327 225,481 1,396,034 Basic and diluted net loss per share $ (0.23) $ (0.23) $ (0.23) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’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 a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
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 which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of basic and diluted net loss per share | For the Period from February 23, 2021 (Inception) to December 31, 2021 Non- Redeemable redeemable Class A Class A Class B NUMERATOR Allocation of net loss $ (862,273) $ (52,486) $ (324,961) DENOMINATOR Weighted average shares outstanding 3,704,327 225,481 1,396,034 Basic and diluted net loss per share $ (0.23) $ (0.23) $ (0.23) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
Schedule of reconciliation of Balance sheet | As of December 31, 2021, the Class A ordinary shares subject to possible redemptions reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 57,500,000 Less: Ordinary shares issuance costs allocated to Class A ordinary shares subject to possible redemption (4,158,799) Plus: Re-measurement of carrying value to redemption value 4,733,799 Class A ordinary shares subject to possible redemptions $ 58,075,000 |
Organization and Business Ope_2
Organization and Business Operation (Details) | Jun. 14, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||
Condition for future business combination, minimum number of businesses | item | 1 | |
Transaction costs | $ 4,158,799 | |
Deferred underwriters discount | 2,012,500 | |
Other offering costs | $ 517,442 | |
Obligation to redeem Public Shares if entity does not complete a business combination (as a percent) | 100.00% | |
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | |
Share Price | $ / shares | $ 10.10 | |
Increase in investment of cash in trust account, per unit | $ / shares | $ 0.20 | |
Condition for future business combination threshold net tangible assets | $ 5,000,001 | |
Threshold period to complete business combination | 12 months | |
Threshold period To complete business combination, if elected to extend business consumption period | 18 months | |
Threshold business days for redemption of public shares | 10 days | |
Maximum allowed dissolution expenses | $ 50,000 | |
Cash | 413,417 | |
Working capital deficit | 535,626 | |
Aggregate purchase price | 25,000 | |
Initial Public Offering. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | shares | 5,750,000 | |
Purchase price, per unit | $ / shares | $ 10 | |
Proceeds from issuance of units | $ 57,500,000 | |
Transaction costs | 4,163,799 | |
Underwriting discount | 1,150,000 | |
Deferred underwriters discount | $ 2,012,500 | 2,012,500 |
Fair value of the representative shares | 478,857 | |
Other offering costs | $ 517,422 | |
Investment of cash in Trust Account, per unit | $ / shares | $ 10.10 | |
Aggregate proceeds held in the Trust Account | $ 58,075,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from sale of warrants | shares | 292,500 | |
Exercise price of warrants | $ / shares | $ 10 | |
Proceeds from sale of Private Placement Warrants | $ 2,925,000 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | shares | 750,000 | |
Sponsor | ||
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | 25,001 | |
Proceeds from unsecured promissory note | $ 200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 10 Months Ended | |
Dec. 31, 2021 | Jun. 14, 2021 | |
Cash | $ 413,417 | |
Cash equivalent | 0 | |
Offering costs | 4,158,799 | |
Deferred underwriters discount | 2,012,500 | |
Other offering costs | 517,442 | |
Investments held in Trust Account | 58,077,104 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | |
Federal depository insurance coverage amount | 250,000 | |
Initial Public Offering. | ||
Offering costs | 4,163,799 | |
Underwriting discount | 1,150,000 | |
Deferred underwriters discount | 2,012,500 | $ 2,012,500 |
Fair value of the representative shares | 478,857 | |
Other offering costs | $ 517,422 | |
Class A ordinary shares subject to possible redemption | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 5,750,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Income (loss) Per Ordinary Share (Details) | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A ordinary shares subject to possible redemption | |
NUMERATOR | |
Allocation of net loss | $ | $ (862,273) |
DENOMINATOR | |
Weighted average shares outstanding, basic | shares | 3,704,327 |
Weighted average shares outstanding, diluted | shares | 3,704,327 |
Basic net loss per common share | $ / shares | $ (0.23) |
Diluted net loss per common share | $ / shares | $ (0.23) |
Class A ordinary shares not subject to possible redemption | |
NUMERATOR | |
Allocation of net loss | $ | $ (52,486) |
DENOMINATOR | |
Weighted average shares outstanding, basic | shares | 225,481 |
Weighted average shares outstanding, diluted | shares | 225,481 |
Basic net loss per common share | $ / shares | $ (0.23) |
Diluted net loss per common share | $ / shares | $ (0.23) |
Class B Ordinary Shares | |
NUMERATOR | |
Allocation of net loss | $ | $ (324,961) |
DENOMINATOR | |
Weighted average shares outstanding, basic | shares | 1,396,034 |
Weighted average shares outstanding, diluted | shares | 1,396,034 |
Basic net loss per common share | $ / shares | $ (0.23) |
Diluted net loss per common share | $ / shares | $ (0.23) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jun. 14, 2021 | Dec. 31, 2021 |
Initial Public Offering. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 5,750,000 | |
Number of shares in a unit | 1 | |
Number of rights in a unit | 1 | |
Number of shares in a right | 0.1 | |
Purchase price, per unit | $ 10 | |
Gross proceeds from units issued | $ 57,500,000 | |
Initial Public Offering. | Class A Ordinary Shares | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 5,750,000 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 750,000 |
Initial Public Offering - Refle
Initial Public Offering - Reflected on the balance sheet are reconciled (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |
Re-measurement of carrying value to redemption value | $ 4,733,799 |
Class A ordinary shares subject to possible redemptions | 58,075,000 |
Class A ordinary shares subject to possible redemption | |
Subsidiary, Sale of Stock [Line Items] | |
Gross proceeds from IPO | 57,500,000 |
Ordinary shares issuance costs allocated to Class A ordinary shares subject to possible redemption | (4,158,799) |
Re-measurement of carrying value to redemption value | 4,733,799 |
Class A ordinary shares subject to possible redemptions | $ 58,075,000 |
Private Placement (Details)
Private Placement (Details) | 10 Months Ended |
Dec. 31, 2021shares | |
Private Placement. | |
Subsidiary, Sale of Stock [Line Items] | |
Proceeds from sale of warrants | 292,500 |
Threshold period for not to transfer, assign or sell any of their shares or units after the completion of the initial business combination | 30 days |
Private Placement, Over-Allotment Option | |
Subsidiary, Sale of Stock [Line Items] | |
Proceeds from sale of warrants | 22,500 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Mar. 04, 2021 | Feb. 23, 2021 | Dec. 31, 2021 | Jun. 14, 2021 |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ 25,000 | |||
Class B Ordinary Shares | ||||
Related Party Transaction [Line Items] | ||||
Common shares, par value | $ 0 | |||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ 25,001 | |||
Restrictions on transfer period of time after business combination completion | 6 months | |||
Sponsor | Class B Ordinary Shares | ||||
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ 25,001 | $ 25,001 | ||
Purchase price, per unit | $ 0.017 | $ 0.017 | ||
Number of shares issued | 1,437,500 | 1,437,500 | ||
Common shares, par value | $ 0 | $ 0 | ||
Shares subject to forfeiture | 187,500 | 187,500 | ||
Shares no longer subject to forfeiture | 187,500 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 10 Months Ended | ||
Dec. 31, 2021 | Jun. 09, 2021 | Mar. 01, 2021 | |
Working capital loans warrant | |||
Related Party Transaction [Line Items] | |||
Outstanding balance of related party note | $ 0 | ||
Loan conversion agreement warrant | $ 1,150,000 | ||
Price of warrant | $ 10 | ||
Promissory Note with Related Party | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 200,000 | ||
Outstanding balance of related party note | $ 200,000 | ||
Administrative Support Agreement | |||
Related Party Transaction [Line Items] | |||
Due to related party | $ 355,863 | ||
Accrued expense | $ 67,333 | ||
Accrued expense paid | $ 288,530 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Jun. 14, 2021USD ($)shares | Dec. 31, 2021USD ($)itemshares |
Loss Contingencies [Line Items] | ||
Maximum number of demands for registration of securities | item | 3 | |
Deferred underwriters discount | $ | $ 2,012,500 | |
Threshold period to complete business combination | 12 months | |
Threshold period To complete business combination, if elected to extend business consumption period | 18 months | |
Initial Public Offering. | ||
Loss Contingencies [Line Items] | ||
Number of units issued | 5,750,000 | |
Deferred underwriting discount, percent | 3.50% | |
Deferred underwriters discount | $ | $ 2,012,500 | $ 2,012,500 |
Over-allotment option | ||
Loss Contingencies [Line Items] | ||
Underwriters option to purchase, term | 45 days | |
Number of units issued | 750,000 | |
Total shares issuable for units | 750,000 | |
Total rights issuable for units | 750,000 | |
Aggregate underwriter cash discount, including over-allotment | $ | $ 1,150,000 | |
Maxim Partners LLC and/or its designees | ||
Loss Contingencies [Line Items] | ||
Number of shares agreed to purchase, including over-allotment | 57,500 | |
Threshold period of right of first refusal from business combination closure | 12 months |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) | Dec. 31, 2021$ / sharesshares |
Shareholders' Equity | |
Preferred shares, shares authorized | 1,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | Dec. 31, 2021$ / sharesshares |
Class of Stock [Line Items] | |
Common stock convertible basis | 1 |
Class A Ordinary Shares | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0 |
Common shares, shares issued (in shares) | 350,000 |
Common Stock, Shares, Outstanding | 350,000 |
Class A ordinary shares subject to possible redemption | |
Class of Stock [Line Items] | |
Class A common stock subject to possible redemption, outstanding (in shares) | 5,750,000 |
Class B Ordinary Shares | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 10,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0 |
Common shares, shares issued (in shares) | 1,437,500 |
Common Stock, Shares, Outstanding | 1,437,500 |