Document And Entity Information
Document And Entity Information - USD ($) | 7 Months Ended | ||
Sep. 30, 2021 | Dec. 29, 2021 | Mar. 31, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | GESHER I ACQUISITION CORP. | ||
Trading Symbol | GIAC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 14,575,000 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001853314 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Sep. 30, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Annual Report | true | ||
Entity File Number | 001-40897 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Postal Zip Code | N/A | ||
Entity Address, Address Line One | Hagag Towers North Tower | ||
Entity Address, Address Line Two | Floor 24 Haarba 28 | ||
Entity Address, City or Town | Tel Aviv | ||
Entity Address, Country | IL | ||
City Area Code | (212) | ||
Local Phone Number | 993-1560 | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 per share | ||
Entity Interactive Data Current | Yes | ||
Document Transition Report | false |
Balance Sheet
Balance Sheet | Sep. 30, 2021USD ($) | |
Assets | ||
Deferred offering costs | $ 208,199 | |
Total Assets | 208,199 | |
Current liabilities: | ||
Accrued offering costs and expenses | 22,318 | |
Promissory note - related party | 175,827 | |
Total current liabilities | 198,145 | |
Commitments and Contingencies (Note 6) | ||
Shareholders’ Equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 3,075,000 shares issued and outstanding | 308 | [1] |
Additional paid-in capital | 24,692 | |
Accumulated deficit | (14,946) | |
Total shareholders’ equity | 10,054 | |
Total Liabilities and Shareholders’ Equity | $ 208,199 | |
[1] | Includes up to 375,000 shares subject to forfeiture if the underwriter’s over-allotment option is not exercised in full or in part by the underwriter. (See Note 7) |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Sep. 30, 2021$ / sharesshares |
Statement of Financial Position [Abstract] | |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 |
Preference shares, shares issued | |
Preference shares, shares outstanding | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 |
Ordinary shares, shares issued | 3,075,000 |
Ordinary shares, shares outstanding | 3,075,000 |
Statement of Operations
Statement of Operations | 7 Months Ended | |
Sep. 30, 2021USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||
Formation and operating costs | $ 14,946 | |
Net loss | $ (14,946) | |
Basic and diluted weighted average shares outstanding (in Shares) | shares | 2,700,000 | [1] |
Basic and diluted net loss per share (in Dollars per share) | $ / shares | $ (0.01) | |
[1] | Excludes up to 375,000 shares subject to forfeiture if the underwriter’s over-allotment option is not exercised in full or in part by the underwriter (see Note 7). |
Statement of Changes in Shareho
Statement of Changes in Shareholders’ Equity - 7 months ended Sep. 30, 2021 - USD ($) | Ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at Feb. 22, 2021 | |||||
Balance (in Shares) at Feb. 22, 2021 | [1] | ||||
Ordinary shares issued to Sponsor | $ 288 | 24,712 | 25,000 | ||
Ordinary shares issued to Sponsor (in Shares) | [1] | 2,875,000 | |||
Issuance of representative shares | $ 20 | (20) | |||
Issuance of representative shares (in Shares) | [1] | 200,000 | |||
Net loss | (14,946) | (14,946) | |||
Balance at Sep. 30, 2021 | $ 308 | $ 24,692 | $ (14,946) | $ 10,054 | |
Balance (in Shares) at Sep. 30, 2021 | [1] | 3,075,000 | |||
[1] | Includes up to 375,000 shares subject to forfeiture if the underwriter’s over-allotment option is not exercised in full or in part by the underwriter (see Note 7). |
Statement of Cash Flows
Statement of Cash Flows | 7 Months Ended |
Sep. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (14,946) |
Change in operating assets and liabilities: | |
Formation costs paid by Sponsor in exchange for issuance of ordinary shares | 6,827 |
Operating costs paid by Sponsor promissory note | 8,119 |
Net cash used in operating activities | |
Net change in cash | |
Cash, beginning of period | |
Cash, end of period | |
Supplemental disclosure of cash flow information: | |
Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares | 18,173 |
Deferred offering costs paid by Sponsor promissory note | 167,708 |
Deferred offering costs included in accrued offering costs and expenses | 22,318 |
Issuance of representative shares | $ 20 |
Organization and Business Opera
Organization and Business Operation | 7 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Organization and Business Operation | Note 1—Organization and Business Operation Gesher I Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on February 23, 2021. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company may pursue a Business Combination opportunity in any business or industry the Company chooses although it currently intends to focus on target businesses located in Israel, particularly those that conduct business internationally in Asia, Europe or North America. None of the Company’s officers, directors, promoters and other affiliates has engaged in any substantive discussions on the Company’s behalf with representatives of other companies regarding the possibility of a potential Business Combination with the Company. As of September 30, 2021, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from February 23, 2021 (inception) through September 30, 2021 relates to the Company’s formation and the initial public offering described 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 Initial Public Offering (the “IPO”). On October 12, 2021, the Company changed its fiscal year end from December 31 to September 30. The Company’s sponsor is Gesher I Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 12, 2021 (the “Effective Date”). On October 14, 2021, the Company’s consummated the IPO of 10,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “IPO”), generating gross proceeds to the Company of $100,000,000. Each Unit consists of one ordinary share (the “Public Shares”) and one-half of one warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 4,550,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds to the Company of $4,550,000, which is described in Note 4. Transaction costs amounted to $10,124,821 consisting of $2,000,000 of underwriting commissions, $3,500,000 of deferred underwriting commissions, $4,073,565 of incentives to Anchor Investors (see Note 3) and Forward Purchase Investors (see Note 6), and $551,256 of other offering costs, and was all charged to additional paid-in capital. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on October 14, 2021, $101,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”), invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated 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 income or other tax obligations as described in the IPO, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the redemption of 100% of the outstanding public shares if the Company has not completed a Business Combination within the time required time period. The Company will either (1) give the shareholders the opportunity to vote on the Business Combination or (2) provide the public shareholders with the opportunity to sell their ordinary shares to the Company in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less taxes. All of the Public Shares 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 initial Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with FASB ASC 470-20. The Public Shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) 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 (ii) 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 has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The ordinary shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s ordinary shares are not considered a “penny stock” 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 18 months from the closing of the IPO to complete the initial Business Combination. If the Company does not consummate an initial Business Combination within 18 months from the closing of the IPO (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company but net of taxes payable (and less up to $50,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed (a) to waive its redemption rights with respect to the founder shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the amended and restated memorandum and articles of association that would affect a public shareholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.10 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. The agreement entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims for indemnification by the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Marcum LLP, the Company’s independent registered public accounting firm, and the underwriters of the IPO, will not execute agreements with the Company waiving such claims to the monies held in the Trust Account. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so. Liquidity and Capital Resources As of September 30, 2021, the Company had no cash and working deficit of $198,145 (excluding deferred offering costs). The Company’s liquidity needs up to September 30, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to cover certain offering costs, and the loan under an unsecured promissory note from the Sponsor of $175,827 (see Note 5). The promissory note was paid in full on October 18, 2021. Subsequent to the period covered by this annual report on Form 10-K (the “Annual Report”), the Company consummated its IPO (see Note 3) and Private Placement (See Note 4). Of the net proceeds from the IPO and associated Private Placements, $101,000,000 of cash was placed in the Trust Account and $1,151,222 of cash was held outside of the Trust Account and is available for the Company’s working capital purposes. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 7 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“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 financial statement 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 the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly 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 did not have any cash or cash equivalents as of September 30, 2021. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Ordinary Shares Subject to Possible Redemption All of the 10,000,000 ordinary shares 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 amended and restated memorandum and articles of association. In accordance with 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. Therefore, all Public Shares were classified outside of permanent equity upon the IPO. The Company recognized changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. Deferred Offering Costs Deferred offering costs consist of legal and other expenses incurred through the balance sheet date that are directly related to the IPO and that were charged to shareholders’ equity upon the completion of the IPO. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 375,000 ordinary shares that were subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants to be issued in the IPO meet the requirements for equity classification. Income Taxes The Company accounts for income taxes under FASB ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is subject to potential Israeli income tax and filing requirements due to its presence in Tel Aviv. Income of the Israeli company will be taxable at corporate tax rate of 23%. Recent Accounting Pronouncements In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on February 23, 2021. Adoption of the ASU did not impact the Company’s financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Initial Public Offering
Initial Public Offering | 7 Months Ended |
Sep. 30, 2021 | |
Regulated Operations [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On October 14, 2021, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one-half of one warrant. Each whole warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share. Each warrant will become exercisable 30 days after the completion of an initial Business Combination and will expire on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation. Following the closing of the IPO on October 14, 2021, $101,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Prior to the IPO, five members of the Sponsor and one institutional investor (collectively, the “Anchor Investors”) have each expressed an interest to purchase units in the IPO at a level of up to and in no event exceeding 9.9% of the units subject to the IPO. As incentives for the Anchor Investors, upon consummation of the IPO, the Sponsor transferred 50,000 founder shares, with an aggregate fair value of $339,500, to one Anchor Investor for the same price originally paid for such shares. Five Anchor Investors received an aggregate of 250,000 membership interests in the Sponsor, with an aggregate fair value of $1,697,500, for no consideration. The excess of the fair value of the founder shares transferred over the original issuance price of $339,065 and the fair value of the membership interests transferred of $1,697,500 were accounted for as offering costs with an offset to additional paid-in capital upon the IPO. The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,500,000 Public Units to cover over-allotments. On October 20, 2021, the underwriters exercised the over-allotment option in full to purchase 1,500,000 Public Units, at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $15,000,000 (see Note 8). |
Private Placement
Private Placement | 7 Months Ended |
Sep. 30, 2021 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 4—Private Placement Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital, Inc., the representative of the underwriters, purchased an aggregate of 4,550,000 Private Placement Warrants, each exercisable to purchase one ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $4,550,000 in the aggregate, in a private placement. On October 20, 2021, simultaneous with the exercise of the over-allotment option in full, the Sponsor and EarlyBirdCapital, Inc., purchased an aggregate of 450,000 additional Private Placement Warrants, at a purchase price of $1.00 per warrant, generating gross proceeds to the Company of $450,000 (see Note 8). The Private Placement Warrants are identical to the warrants included in the Units sold in the IPO. |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares Effective February 23, 2021, the Company issued 2,875,000 ordinary shares, par value $0.0001, to the Sponsor for $25,000, or approximately $0.009 per share, to cover certain offering costs. Up to 375,000 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. Simultaneously, the Company issued to EarlyBirdCapital, Inc. and its designees the 200,000 representative shares. Upon consummation of the IPO, the Sponsor transferred 50,000 founder shares, with an aggregate fair value of $339,500, to one Anchor Investor for the same price originally paid for such shares (see Note 3). The excess of the fair value of the founder shares transferred over the original issuance price of $339,065 was accounted for as an offering cost with an offset to additional paid-in capital upon the IPO. On October 20, 2021, the underwriters exercised the over-allotment option in full to purchase 1,500,000 Public Units. As a result, 375,000 founder shares were no longer subject to forfeiture. On the date of the IPO, the founder shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions set forth below) until 180 days following the date of the consummation of the initial Business Combination, or earlier, if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. The founder shares are identical to the ordinary shares included in the Units being sold in the IPO. However, the initial shareholders and officers and directors have agreed (A) to vote any shares owned by them in favor of any proposed Business Combination, (B) not to convert any shares in connection with a shareholder vote to approve a proposed initial Business Combination or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination and (C) that the founder shares will not participate in any liquidating distributions from the Trust Account upon winding up if a Business Combination is not consummated. Promissory Note—Related Party On March 1, 2021, the Company entered into a promissory note of an aggregate of $150,000. The loan was to be payable without interest on the earlier to occur of July 31, 2021, the consummation of the IPO, or the abandonment of the IPO. On August 9, 2021, the Company entered into a Promissory Note Extension Agreement with the Sponsor to extend the maturity date of the promissory note from July 31, 2021 to November 30, 2021. The loans will be payable without interest on the earlier to occur of November 30, 2021, the consummation of the IPO, or the abandonment of the IPO. On September 20, 2021, the Company amended the promissory note to increase the principal to $201,000. The Company had borrowed $175,827 under such promissory note as of September 30, 2021, which was paid in full on October 18, 2021 (see Note 8). Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company consummates an initial Business Combination, the Company would repay such loaned amounts; provided that up to $1,500,000 of such loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. As of September 30, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee An affiliate of the Company’s Chief Operating Officer has agreed that, commencing on the effective date of the IPO through the earlier of the consummation of the initial Business Combination or the liquidation of the Trust Account, it will make available to the Company certain general and administrative services, including office space, utilities and administrative support, as the Company may require from time to time. The Company has agreed to pay $10,000 per month for these services. |
Commitments and Contingencies
Commitments and Contingencies | 7 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights The holders of the founder shares issued and outstanding on the date of the IPO, as well as the holders of the representative shares, Private Placement Warrants and any warrants the Sponsor, officers, directors or their affiliates may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement signed on October 12, 2021. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the founder shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the representative shares, Private Placement Warrants and warrants issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital, Inc. may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital, Inc. may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,500,000 units to cover over-allotments, if any. On October 14, 2021, the Company paid cash underwriting commissions of 2.0% of the gross proceeds of the IPO, or $2,000,000. The underwriters are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the IPO, or $3,500,000, which will be paid from the funds held in the Trust Account upon completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. On October 20, 2021, the underwriters exercised the over-allotment option in full to purchase 1,500,000 Public Units at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $15,000,000 (see Note 3), and were, in aggregate, paid a fixed underwriting discount of $300,000. Representative Shares Effective February 23, 2021, the Company issued to EarlyBirdCapital, Inc. and its designees the 200,000 representative shares. The holders of the representative shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination. In addition, the holders of the representative shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such 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 such shares if the Company fails to complete the initial Business Combination within the Combination Period. The representative 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 effectiveness of the registration statement pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the IPO or sold, transferred, assigned, pledged, or hypothecated, or 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 or commencement of sales of the IPO, except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. Forward Purchase Agreements In connection with the consummation of the IPO, the Company entered into contingent forward purchase agreements (the “FPA”) with certain members of the Sponsor (the “Forward Purchase Investors”) which provide for the purchase by the Forward Purchase Investors of an aggregate of up to 4,500,000 units for total gross proceeds of up to $45,000,000. These units will be purchased, subject to certain conditions, in a private placement to close immediately prior to, or simultaneously with, the consummation of the Company’s Business Combination. The Company accounted for the FPA in accordance with the guidance contained in ASC 815-40. Such guidance provides that the FPA meets the criteria for equity treatment due to no circumstances under which the Company can be forced to net cash settle the FPA. As incentives for the FPA, upon consummation of the IPO, the Forward Purchase Investors received an aggregate of 300,000 membership interests in the Sponsor, with an aggregate fair value of $2,037,000, for no consideration, which were accounted for as offering costs with an offset to additional paid-in capital upon the IPO. |
Shareholders' Equity
Shareholders' Equity | 7 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 7—Shareholders’ Equity Preference shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021, there were no preference shares issued or outstanding. Ordinary shares—The Company is authorized to issue 100,000,000 ordinary shares with a par value of $0.0001 per share. As of September 30, 2021, there were 3,075,000 ordinary shares issued and outstanding, which included an aggregate of up to 375,000 ordinary shares subject to forfeiture to the extent that the over-allotment option is not exercised by the underwriters in full or in part. The initial shareholders will be required to forfeit only a number of ordinary shares necessary to continue to maintain the 20.0% ownership interest in the ordinary shares after giving effect to the IPO and exercise, if any, of the underwriters’ over-allotment option (excluding the representative shares and any shares included in Units purchased in the IPO). On October 20, 2021, the underwriters exercised the over-allotment option in full to purchase 1,500,000 Public Units. As a result, 375,000 founder shares were no longer subject to forfeiture. Warrants—Each whole warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional ordinary shares or equity-linked securities. The warrants will become exercisable 30 days after the completion of an initial Business Combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Company may redeem the outstanding warrants in whole and not in part, at a price of $0.01 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sales price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending three business days before the Company sends the notice of redemption; and if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants. If the foregoing conditions are satisfied and the Company issues a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $18.00 trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the ordinary shares for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Upon the IPO, the Company accounted for the 9,550,000 warrants issued in connection with the IPO (including the 5,000,000 Public Warrants included in the Units and the 4,550,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants meet the criteria for equity treatment due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is an input to the fair value of a “fixed-for-fixed” option and no circumstances under which the Company can be forced to net cash settle the warrants. |
Subsequent Events
Subsequent Events | 7 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. Based upon this evaluation, the Company did not identify any other subsequent events that would have required adjustments or disclosure in the financial statements, other than those disclosed below. The registration statement for the Company’s IPO was declared effective on October 12, 2021. On October 14, 2021, the Company consummated its IPO and associated Private Placement (see Note 3 and Note 4). On October 18, 2021, the promissory note of $175,827 at September 30, 2021 was paid in full by the Company (see Note 5). On October 20, 2021, the underwriters exercised the over-allotment option in full to purchase 1,500,000 Public Units at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $15,000,000 (see Note 3), and were, in aggregate, paid a fixed underwriting discount of $300,000. As a result, 375,000 founder shares are no longer subject to forfeiture. Pursuant to the underwriters’ full exercise of the over-allotment option on October 20, 2021, the Sponsor and EarlyBirdCapital purchased an additional 450,000 Private Placement Warrants at a purchase price of $1.00 per warrant, generating gross proceeds to the Company of $450,000 (see Note 4). |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 7 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“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 financial statement 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 the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly 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 did not have any cash or cash equivalents as of September 30, 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption All of the 10,000,000 ordinary shares 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 amended and restated memorandum and articles of association. In accordance with 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. Therefore, all Public Shares were classified outside of permanent equity upon the IPO. The Company recognized changes in redemption value immediately as they occur upon the IPO and will adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal and other expenses incurred through the balance sheet date that are directly related to the IPO and that were charged to shareholders’ equity upon the completion of the IPO. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 375,000 ordinary shares that were subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants to be issued in the IPO meet the requirements for equity classification. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is subject to potential Israeli income tax and filing requirements due to its presence in Tel Aviv. Income of the Israeli company will be taxable at corporate tax rate of 23%. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on February 23, 2021. Adoption of the ASU did not impact the Company’s financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Organization and Business Ope_2
Organization and Business Operation (Details) - USD ($) | Oct. 14, 2021 | Sep. 30, 2021 |
Organization and Business Operation (Details) [Line Items] | ||
Public offering shares (in Shares) | 4,550,000 | |
Transaction costs | $ 10,124,821 | |
Underwriting commissions | 2,000,000 | |
Deferred underwriting commissions | 3,500,000 | |
Incentives to anchor investors | 4,073,565 | |
Other offering costs | $ 551,256 | |
Aggregate fair market value percentage | 80.00% | |
Proposed public offering description | the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company but net of taxes payable (and less up to $50,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | |
Public shares percentage | 100.00% | |
Proceeds price per share (in Dollars per share) | $ 10.1 | |
Working capital deficit | $ 198,145 | |
Unsecured promissory note | 175,827 | |
Trust account | 1,151,222 | |
Sponsor [Member] | ||
Organization and Business Operation (Details) [Line Items] | ||
Payments from the sponsor | $ 25,000 | |
Business Combination [Member] | ||
Organization and Business Operation (Details) [Line Items] | ||
Outstanding voting securities percentage | 50.00% | |
IPO [Member] | Subsequent Event [Member] | ||
Organization and Business Operation (Details) [Line Items] | ||
Consummated IPO | $ 10,000,000 | |
Per unit (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 100,000,000 | |
Per share (in Dollars per share) | $ 11.5 | |
Price per share (in Dollars per share) | $ 10.1 | |
Sale of net proceeds | $ 101,000,000 | |
Warrants [Member] | ||
Organization and Business Operation (Details) [Line Items] | ||
Public offering shares (in Shares) | 4,550,000 | |
Private Placement [Member] | ||
Organization and Business Operation (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 1 | |
Net proceeds | $ 101,000,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) | 7 Months Ended |
Sep. 30, 2021shares | |
Significant Accounting Policies (Details) [Line Items] | |
Aggregate of ordinary shares | 375,000 |
IPO [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Ordinary shares of sold | 10,000,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Oct. 14, 2021 | Oct. 20, 2021 | Sep. 30, 2021 | Feb. 23, 2021 |
Initial Public Offering (Details) [Line Items] | ||||
Number of shares (in Shares) | 10,000,000 | |||
Price per shares (in Dollars per share) | $ 10 | |||
Common stock, description | Each Unit consists of one ordinary share and one-half of one warrant. Each whole warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share. | |||
Event exceeding percentage | 9.90% | |||
Aggregate fair value | $ 1,697,500 | |||
Aggregate received (in Shares) | 250,000 | |||
Original issuance price | $ 339,065 | |||
Price per shares (in Dollars per share) | $ 0.009 | |||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Net proceeds | $ 101,000,000 | |||
Purchase price per share (in Dollars per share) | $ 10.1 | |||
Offering costs | $ 1,697,500 | |||
Additional Public Units (in Shares) | 1,500,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Purchase Public Units (in Shares) | 1,500,000 | |||
Price per shares (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 15,000,000 | |||
Founder Shares [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sponsor transferred founder shares (in Shares) | 50,000 | |||
Aggregate fair value | $ 339,500 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 7 Months Ended |
Oct. 20, 2021 | Sep. 30, 2021 | |
Private Placement Warrants [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate shares purchase (in Shares) | 4,550,000 | |
Ordinary per share | $ 11.5 | |
Share price | $ 1 | |
Aggregate private placement (in Dollars) | $ 4,550,000 | |
Over-Allotment Option [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate shares purchase (in Shares) | 450,000 | |
Warrant per share | $ 1 | |
Generating gross proceeds (in Dollars) | $ 450,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Aug. 09, 2021 | Feb. 23, 2021USD ($)$ / sharesshares | Oct. 20, 2021$ / sharesshares | Sep. 20, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 01, 2021USD ($) |
Related Party Transactions (Details) [Line Items] | ||||||
Shares issued (in Shares) | shares | 3,075,000 | |||||
Common stock, Par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||
Sponsor amount | $ | $ 25,000 | |||||
Price per share (in Dollars per share) | $ / shares | $ 0.009 | |||||
Founder shares (in Shares) | shares | 375,000 | |||||
Aggregate fair value amount | $ | $ 339,500 | |||||
Number of investors | 1 | |||||
Original issuance price | $ | $ 339,065 | |||||
Promissory note extension agreement description | the Company entered into a Promissory Note Extension Agreement with the Sponsor to extend the maturity date of the promissory note from July 31, 2021 to November 30, 2021. | |||||
Promissory note description | The Company had borrowed $175,827 under such promissory note as of September 30, 2021, which was paid in full on October 18, 2021 | |||||
Loan convertible into warrants | $ | $ 1,500,000 | |||||
Services fee | $ | $ 10,000 | |||||
Subsequent Event [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Founder shares subject to forfeiture (in Shares) | shares | 375,000 | |||||
Business Combination [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Business Combination entity at price per share (in Dollars per share) | $ / shares | $ 1 | |||||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Founder shares (in Shares) | shares | 50,000 | |||||
EarlyBirdCapital, Inc [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares issued (in Shares) | shares | 200,000 | |||||
Promissory Note [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate amount | $ | $ 150,000 | |||||
Principal amount | $ | $ 201,000 | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | |||||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Purchase of public units (in Shares) | shares | 1,500,000 | |||||
Ordinary Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Shares issued (in Shares) | shares | 2,875,000 | |||||
Common stock, Par value (in Dollars per share) | $ / shares | $ 0.0001 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Oct. 14, 2021 | Feb. 23, 2021 | Oct. 20, 2021 | Sep. 30, 2021 |
Commitments and Contingencies (Details) [Line Items] | ||||
Aggregate fair value | $ 2,037,000 | |||
Total gross proceeds | $ 45,000,000 | |||
Aggregate of membership interests (in Shares) | 300,000 | |||
Underwriting Agreement [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Deferred underwriting commission | 3.50% | |||
Underwriting Agreement [Member] | Subsequent Event [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Proposed Public Offering | $ 2,000,000 | |||
Option to purchase public unit (in Shares) | 1,500,000 | |||
Purchase price per public unit | $ 10 | |||
Generating gross proceeds | 15,000,000 | |||
Fixed underwriting discount | 300,000 | |||
Representative Shares [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Representative shares (in Shares) | 200,000 | |||
Forward Purchase Investors [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Aggregate fair value | $ 4,500,000 | |||
Over-Allotment Option [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Generating gross proceeds | $ 15,000,000 | |||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Additional purchase unit (in Shares) | 1,500,000 | |||
IPO [Member] | Subsequent Event [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Underwriting commissions | 2.00% | |||
Generating gross proceeds | $ 100,000,000 | |||
IPO [Member] | Underwriting Agreement [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Held in trust account | $ 3,500,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | 1 Months Ended | 7 Months Ended |
Oct. 20, 2021 | Sep. 30, 2021 | |
Shareholders' Equity (Details) [Line Items] | ||
Preference shares authorized | 1,000,000 | |
Preference shares par value (in Dollars per share) | $ 0.0001 | |
Preference shares issued or outstanding description | As of September 30, 2021, there were no preference shares issued or outstanding. | |
Ordinary shares authorized | 100,000,000 | |
Ordinary shares par value (in Dollars per share) | $ 0.0001 | |
Ordinary shares issued | 3,075,000 | |
Ordinary shares outstanding | 3,075,000 | |
Ordinary shares subject to forfeiture | 375,000 | |
Business combination, description | In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional ordinary shares or equity-linked securities. | |
Trigger price per share (in Dollars per share) | $ 18 | |
Warrant exercise price (in Dollars per share) | $ 11.5 | |
Subsequent Event [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Founder shares subject to forfeiture | 375,000 | |
Initial Shareholders [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Ownership interest, percentage | 20.00% | |
Warrant [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Price per share (in Dollars per share) | $ 11.5 | |
Warrant price per share (in Dollars per share) | $ 0.01 | |
Public Warrants [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Warrants issued | 5,000,000 | |
Private Placement Warrants [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Warrants issued | 4,550,000 | |
Over-Allotment Option [Member] | Subsequent Event [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Purchase of public units | 1,500,000 | |
Warrant [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Sale price per share (in Dollars per share) | $ 18 | |
IPO [Member] | Warrant [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Warrants issued | 9,550,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Oct. 20, 2021 | Oct. 18, 2021 | |
Subsequent Events (Details) [Line Items] | ||
Promissory note amount | $ 175,827 | |
Purchase price per share (in Dollars per share) | $ 10 | |
Gross proceeds | $ 15,000,000 | |
Underwriting discount | $ 300,000 | |
Shares subject to forfeiture (in Shares) | 375,000 | |
Additional warrants (in Shares) | 450,000 | |
Over-Allotment Option [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Purchase of public units (in Shares) | 1,500,000 | |
Private Placement Warrants [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Gross proceeds | $ 450,000 | |
Purchase price per warrant (in Dollars per share) | $ 1 |