Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 19, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
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 Center, | |
Entity Address, Address Line Two | 58th Floor, Unit 5801 | |
Entity Address, Address Line Three | 2 Queens Road Central | |
Entity Address, City or Town | Central | |
Entity Address, Country | HK | |
City Area Code | +852 | |
Local Phone Number | 9258 9728 | |
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 Central Index Key | 0001853084 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | true | |
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, 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 | |
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 | Class A ordinary shares included as part of the units | |
Trading Symbol | BSGA | |
Security Exchange Name | NASDAQ | |
Rights included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights included as part of the units | |
Trading Symbol | BSGAR | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,100,000 | |
Class B Ordinary Shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,437,500 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 280,761 | $ 413,417 |
Prepaid Expenses | 68,264 | 157,553 |
Total Current Assets | 349,025 | 570,970 |
Investments held in Trust Account | 58,082,952 | 58,077,104 |
Total Assets | 58,431,977 | 58,648,074 |
Liabilities and Shareholders' Deficit | ||
Accrued offering costs and expenses | 2,381,756 | 549,373 |
Due to related parties | 384,373 | 355,863 |
Promissory note - related party | 200,000 | 200,000 |
Total Current Liabilities | 2,966,129 | 1,105,236 |
Deferred underwriters discount | 2,012,500 | 2,012,500 |
Total Liabilities | 4,978,629 | 3,117,736 |
Commitments & Contingencies | ||
Shareholders' Deficit: | ||
Preferred shares, no par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Accumulated deficit | (8,058,461) | (5,973,519) |
Total Shareholders' Deficit | (4,629,604) | (2,544,662) |
Total Liabilities and Shareholders' Deficit | 58,431,977 | 58,648,074 |
Class A Ordinary Shares | ||
Shareholders' Deficit: | ||
Common stock | 3,403,857 | 3,403,857 |
Class A ordinary shares subject to possible redemption | ||
Liabilities and Shareholders' Deficit | ||
Class A ordinary shares subject to possible redemption, 5,750,000 shares at March 31, 2022 and December 31, 2021 (at redemption value of $10.10 per share) | 58,082,952 | 58,075,000 |
Class B Ordinary Shares | ||
Shareholders' Deficit: | ||
Common stock | $ 25,000 | $ 25,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0 | $ 0 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Ordinary Shares | ||
Common shares, par value | $ 0 | $ 0 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 350,000 | 350,000 |
Common shares, shares outstanding | 350,000 | 350,000 |
Temporary equity, shares outstanding | 5,750,000 | |
Class A ordinary shares subject to possible redemption | ||
Temporary equity per share | $ 10.10 | $ 10.10 |
Temporary equity, shares outstanding | 5,750,000 | 5,750,000 |
Class B Ordinary Shares | ||
Common shares, par value | $ 0 | $ 0 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 1,437,500 | 1,437,500 |
Common shares, shares outstanding | 1,437,500 | 1,437,500 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Formation and operating costs | $ 8,010 | $ 2,082,838 |
Loss from operations | (8,010) | (2,082,838) |
Other income | ||
Interest income earned on Trust | 0 | 5,848 |
Total other income | 5,848 | |
Net loss | $ (8,010) | $ (2,076,990) |
Class A ordinary shares subject to possible redemption | ||
Other income | ||
Basic weighted average shares outstanding | 0 | 5,750,000 |
Diluted weighted average shares outstanding | 0 | 5,750,000 |
Basic net loss per common share | $ 0 | $ (0.28) |
Diluted net loss per common share | $ 0 | $ (0.28) |
Ordinary shares not subject to redemption | ||
Other income | ||
Basic weighted average shares outstanding | 1,250,000 | 1,787,500 |
Diluted weighted average shares outstanding | 1,250,000 | 1,787,500 |
Basic net loss per common share | $ (0.01) | $ (0.28) |
Diluted net loss per common share | $ (0.01) | $ (0.28) |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) | Class A Ordinary SharesCommon Stock | Class B Ordinary SharesCommon Stock | 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 shares issued to Sponsor | $ 25,000 | 25,000 | ||
Class B ordinary shares issued to Sponsor (in shares) | 1,437,500 | |||
Remeasurement of Class A ordinary shares to redemption value | 0 | |||
Net loss | (8,010) | (8,010) | ||
Balance at the end at Mar. 31, 2021 | $ 25,000 | (8,010) | 16,990 | |
Balance at the end (in shares) at Mar. 31, 2021 | 1,437,500 | |||
Balance at the beginning at Dec. 31, 2021 | $ 3,403,857 | $ 25,000 | (5,973,519) | (2,544,662) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 350,000 | 1,437,500 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Remeasurement of Class A ordinary shares to redemption value | (7,952) | (7,952) | ||
Net loss | (2,076,990) | (2,076,990) | ||
Balance at the end at Mar. 31, 2022 | $ 3,403,857 | $ 25,000 | $ (8,058,461) | $ (4,629,604) |
Balance at the end (in shares) at Mar. 31, 2022 | 350,000 | 1,437,500 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (8,010) | $ (2,076,990) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on investment held in Trust Account | 0 | (5,848) |
Changes in current assets and current liabilities: | ||
Prepaid Expenses | 0 | 89,289 |
Accrued offering costs and expenses | 8,010 | 1,832,383 |
Due to related parties | 0 | 28,510 |
Net cash used in operating activities | 0 | (132,656) |
Net Change in Cash | 0 | (132,656) |
Cash, beginning of the period | 0 | 413,417 |
Cash, end of the period | 0 | 280,761 |
Supplemental Disclosure of Non-cash Activities: | ||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |
Deferred offering costs paid by Sponsor under the promissory note | 77,323 | |
Remeasurement of Class A ordinary shares to redemption value | 0 | $ 7,952 |
Deferred offering costs included in accrued offering costs and expenses | $ 17,765 |
Organization and Business Opera
Organization and Business Operation | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through March 31, 2022 relates to the Company’s formation, the Initial Public Offering (the “IPO”), and searching for a Business Combination target. 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, Merger Sub 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) Merger Sub, and (vii) Bitdeer, 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 Bitdeer (the “Acquisition Merger” and together with the Initial Mergers, the “Mergers”), with Bitdeer 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, BTG, Merger Sub 1, Merger Sub 2, Merger Sub 3, Merger Sub and Bitdeer and the satisfaction of certain other customary closing conditions. Going Concern Consideration As of March 31, 2022, the Company had $280,761 in cash, and working capital deficit of $2,617,104. The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $25,000 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 the Company 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 unaudited condensed 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 unaudited condensed consolidated financial statements. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in the unaudited condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 $280,761 and $413,417 in cash and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively. 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 March 31, 2022, offering costs in the aggregate of $4,158,799 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 $517,442 of other offering costs). 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 March 31, 2022 and December 31, 2021, the Company had $58,082,952 and $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 March 31, 2022 and 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 sheets. 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 three months ended March 31, For the period from February 23, 2021 2022 (Inception) to March 31, 2021 Non- Non- Redeemable redeemable Redeemable redeemable Class A Class A Class B Class A Class A Class B NUMERATOR Allocation of net loss $ (1,584,437) $ (96,444) $ (396,109) $ — $ — $ (8,010) DENOMINATOR Weighted average shares outstanding 5,750,000 350,000 1,437,500 — — 1,250,000 Basic and diluted net loss per share $ (0.28) $ (0.28) $ (0.28) $ — $ — $ (0.01) 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 unaudited condensed 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 unaudited condensed 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 March 31, 2022 and 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 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and 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 as of December 31, 2021 $ 58,075,000 Interest earned on investment held in Trust Account 7,952 Class A ordinary shares subject to possible redemptions as of March 31, 2022 $ 58,082,952 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
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 | 3 Months Ended |
Mar. 31, 2022 | |
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 $25,000, 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 (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. As of March 31, 2022 and December 31, 2021, the Company had borrowed $200,000 under the promissory note. Due to Related Party As of March 31, 2022 and December 31, 2021, the balance is $384,373 and $355,863, respectively. The balance of $384,373 represented of $97,333 administrative support services fee provided by the Sponsor commencing on June 9, 2021, and $287,040 of accrued expenses paid by the Sponsor on behalf of the Company. The balance of $355,863 represented $67,333 administrative support services fee 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 March 31, 2022 and December 31, 2021, no such Working Capital Loans were outstanding. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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 the Company 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 | 3 Months Ended |
Mar. 31, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | Note 7 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
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 unaudited condensed 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 unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in the unaudited condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 $280,761 and $413,417 in cash and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively. |
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 March 31, 2022, offering costs in the aggregate of $4,158,799 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 $517,442 of other offering costs). |
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 March 31, 2022 and December 31, 2021, the Company had $58,082,952 and $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 March 31, 2022 and 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 sheets. |
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 three months ended March 31, For the period from February 23, 2021 2022 (Inception) to March 31, 2021 Non- Non- Redeemable redeemable Redeemable redeemable Class A Class A Class B Class A Class A Class B NUMERATOR Allocation of net loss $ (1,584,437) $ (96,444) $ (396,109) $ — $ — $ (8,010) DENOMINATOR Weighted average shares outstanding 5,750,000 350,000 1,437,500 — — 1,250,000 Basic and diluted net loss per share $ (0.28) $ (0.28) $ (0.28) $ — $ — $ (0.01) |
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 unaudited condensed 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 unaudited condensed 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 March 31, 2022 and 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 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of basic and diluted net loss per share | For the three months ended March 31, For the period from February 23, 2021 2022 (Inception) to March 31, 2021 Non- Non- Redeemable redeemable Redeemable redeemable Class A Class A Class B Class A Class A Class B NUMERATOR Allocation of net loss $ (1,584,437) $ (96,444) $ (396,109) $ — $ — $ (8,010) DENOMINATOR Weighted average shares outstanding 5,750,000 350,000 1,437,500 — — 1,250,000 Basic and diluted net loss per share $ (0.28) $ (0.28) $ (0.28) $ — $ — $ (0.01) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering | |
Schedule of reconciliation of Balance sheet | As of March 31, 2022 and 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 as of December 31, 2021 $ 58,075,000 Interest earned on investment held in Trust Account 7,952 Class A ordinary shares subject to possible redemptions as of March 31, 2022 $ 58,082,952 |
Organization and Business Ope_2
Organization and Business Operation (Details) | Jun. 14, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)item$ / sharesshares | Dec. 31, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||
Condition for future business combination, minimum number of businesses | item | 1 | |||
Deferred underwriters discount | $ 2,012,500 | $ 2,012,500 | ||
Investment of cash in Trust Account, per unit | $ / shares | $ 10.10 | |||
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 | |||
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 | 280,761 | $ 413,417 | ||
Working capital deficit | 2,617,104 | |||
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 | 4,158,799 | |||
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 | $ 517,442 | |||
Investment of cash in Trust Account, per unit | $ / shares | $ 10.10 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | shares | 292,500 | |||
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 | 25,000 | |||
Proceeds from unsecured promissory note | $ 200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Jun. 14, 2021 | |
Cash | $ 280,761 | $ 413,417 | |
Cash equivalent | 0 | 0 | |
Deferred underwriters discount | 2,012,500 | 2,012,500 | |
Investments held in Trust Account | 58,082,952 | $ 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 | 4,158,799 | ||
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 | 517,442 | ||
Investments held in Trust Account | $ 58,075,000 | ||
Class A Ordinary Shares | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 5,750,000 | ||
Class A ordinary shares subject to possible redemption | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 5,750,000 | 5,750,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Income (loss) Per Ordinary Share (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Class A ordinary shares subject to possible redemption | ||
NUMERATOR | ||
Allocation of net loss | $ 0 | $ (1,584,437) |
DENOMINATOR | ||
Weighted average shares outstanding, basic | 0 | 5,750,000 |
Weighted average shares outstanding, diluted | 0 | 5,750,000 |
Basic net loss per common share | $ 0 | $ (0.28) |
Diluted net loss per common share | $ 0 | $ (0.28) |
Class A ordinary shares not subject to possible redemption | ||
NUMERATOR | ||
Allocation of net loss | $ 0 | $ (96,444) |
DENOMINATOR | ||
Weighted average shares outstanding, basic | 0 | 350,000 |
Weighted average shares outstanding, diluted | 0 | 350,000 |
Basic net loss per common share | $ 0 | $ (0.28) |
Diluted net loss per common share | $ 0 | $ (0.28) |
Class B Ordinary Shares | ||
NUMERATOR | ||
Allocation of net loss | $ (8,010) | $ (396,109) |
DENOMINATOR | ||
Weighted average shares outstanding, basic | 1,250,000 | 1,437,500 |
Weighted average shares outstanding, diluted | 1,250,000 | 1,437,500 |
Basic net loss per common share | $ (0.01) | $ (0.28) |
Diluted net loss per common share | $ (0.01) | $ (0.28) |
Initial Public Offering (Detail
Initial Public Offering (Details) | Jun. 14, 2021USD ($)$ / sharesshares |
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 | $ / shares | $ 10 |
Gross proceeds from units issued | $ | $ 57,500,000 |
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) - Class A ordinary shares subject to possible redemption - USD ($) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 | |
Interest earned on investment held in Trust Account | $ 7,952 | |
Class A ordinary shares subject to possible redemptions | $ 58,082,952 | $ 58,075,000 |
Private Placement (Details)
Private Placement (Details) - shares | Jun. 14, 2021 | Mar. 31, 2022 |
Private Placement. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 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] | ||
Number of units issued | 22,500 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Mar. 04, 2021 | Feb. 23, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | 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 | $ 0 | ||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ 25,000 | |||||
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 | $ 25,000 | $ 25,000 | ||||
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 ($) | 3 Months Ended | 10 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 01, 2021 | |
Sponsor | |||
Related Party Transaction [Line Items] | |||
Due to related party | $ 384,373 | $ 355,863 | |
Accrued expense paid | 287,040 | 288,530 | |
Administrative Support Agreement | Sponsor | |||
Related Party Transaction [Line Items] | |||
Accrued expense | 97,333 | 67,333 | |
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 | ||
Working Capital Loans | |||
Related Party Transaction [Line Items] | |||
Outstanding balance of related party note | 0 | $ 0 | |
Working Capital Loans | Working capital loans units | |||
Related Party Transaction [Line Items] | |||
Loan conversion agreement units | $ 1,150,000 | ||
Price of unit | $ 10 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Jun. 14, 2021USD ($)shares | Mar. 31, 2022USD ($)itemshares | Dec. 31, 2021USD ($) |
Loss Contingencies [Line Items] | |||
Maximum number of demands for registration of securities | item | 3 | ||
Deferred underwriters discount | $ | $ 2,012,500 | $ 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) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Shareholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0 | $ 0 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Shares (Details) | Mar. 31, 2022$ / sharesshares | 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 | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0 | $ 0 |
Common shares, shares issued (in shares) | 350,000 | 350,000 |
Common Stock, Shares, Outstanding | 350,000 | 350,000 |
Class A common stock subject to possible redemption, outstanding (in shares) | 5,750,000 | |
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 | 5,750,000 |
Class B Ordinary Shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0 | $ 0 |
Common shares, shares issued (in shares) | 1,437,500 | 1,437,500 |
Common Stock, Shares, Outstanding | 1,437,500 | 1,437,500 |