Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity Registrant Name | Chavant Capital Acquisition Corp. | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40621 | |
Entity Tax Identification Number | 98-1591717 | |
Entity Address, Address Line One | 445 Park Avenue,9th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 745-1086 | |
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 Common Stock, Shares Outstanding | 10,000,000 | |
Entity Central Index Key | 0001855467 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one ordinary share, par value $0.0001 per share, and three-quarters of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one ordinary share, par value $0.0001 per share, and three-quarters of one redeemable warrant | |
Trading Symbol | CLAYU | |
Security Exchange Name | NASDAQ | |
Ordinary shares, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary shares, par value $0.0001 per share | |
Trading Symbol | CLAY | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | CLAYW | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEET | Sep. 30, 2021USD ($) | |
Current assets: | ||
Cash | $ 329,356 | |
Prepaid expenses | 627,160 | |
Total Current Assets | 956,516 | |
Investment held in trust account | 80,000,789 | |
TOTAL ASSETS | 80,957,305 | |
Current liabilities: | ||
Warrant liability | 1,632,000 | |
Total Liabilities | 1,632,000 | |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, $0.0001 par value; 200,000,000 shares authorized; 8,000,000 shares subject to possible redemption at redemption value of $10.00 per share) | 80,000,000 | |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding | ||
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,000,000 shares issued and outstanding | 200 | [1] |
Additional paid-in capital | 30 | |
Accumulated deficit | (674,925) | |
Total Shareholders' Deficit | (674,695) | |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 80,957,305 | |
[1] | 875,000 ordinary shares were surrendered to the Company for cancellation for no consideration, resulting in 2,000,000 ordinary shares outstanding. All share amounts and related information have been retroactively restated to reflect the share surrender (see Note 7) |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEET (Parenthetical) | Sep. 30, 2021$ / sharesshares |
UNAUDITED CONDENSED BALANCE SHEET | |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 200,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 200,000,000 |
Common shares, shares issued | 2,000,000 |
Common shares, shares outstanding | 2,000,000 |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Temporary Equity, Shares Authorized | 200,000,000 |
Temporary equity, shares outstanding | 8,000,000 |
Purchase price, per unit | $ / shares | $ 10 |
Shares surrendered to company for cancellation | 875,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | ||
General and administrative expense | $ 332,248 | $ 380,235 | |
Administrative expense-related party | 30,000 | 30,000 | |
Loss from operations | (362,248) | (410,235) | |
Other income: | |||
Change in fair value of warrant liabilities | 1,156,000 | 1,156,000 | |
Interest income | 789 | 789 | |
Total other income | 1,156,789 | 1,156,789 | |
Income before income taxes | 794,541 | 746,554 | |
Net Income | $ 794,541 | $ 746,554 | |
Ordinary shares subject to redemption | |||
Other income: | |||
Weighted average shares outstanding, basic | 6,173,913 | 2,897,959 | |
Weighted average shares outstanding, diluted | 6,173,913 | 2,897,959 | |
Basic net loss per ordinary share | $ 0.37 | $ 1.06 | |
Diluted net loss per ordinary share | $ (0.41) | $ (1.19) | |
Non-redeemable ordinary share | |||
Other income: | |||
Weighted average shares outstanding, basic | [1] | 2,000,000 | 1,806,122 |
Weighted average shares outstanding, diluted | [1] | 2,000,000 | 1,806,122 |
Basic net loss per ordinary share | $ (0.73) | $ (1.29) | |
Diluted net loss per ordinary share | $ (0.80) | $ (1.41) | |
[1] | 875,000 ordinary shares in total were surrendered to the Company for cancellation for no consideration, resulting in 2,000,000 ordinary shares outstanding. All share amounts and related information have been retroactively restated to reflect the share surrender (see Note 7) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | |
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS | ||
Shares surrendered to company for cancellation | 875,000 | 875,000 |
Common Stock, Shares, Outstanding | 2,000,000 | 2,000,000 |
Temporary Equity, Net Income | $ | $ 5,998,669 | $ 6,046,656 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 6 months ended Sep. 30, 2021 - USD ($) | Ordinary Shares Subject To Possible Redemption | Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Mar. 18, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Mar. 18, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Forfeiture of Founder Shares | $ (58) | 58 | 0 | ||
Forfeiture of Founder Shares (in shares) | (575,000) | ||||
Issuance Of Founder Shares | $ 288 | 24,712 | 0 | $ 25,000 | |
Issuance Of Founder Shares (in shares) | 2,875,000 | 2,875,000 | |||
Issuance of Units in initial public offering | $ 75,140,000 | 4,860,000 | 0 | $ 4,860,000 | |
Issuance of Units in initial public offering (in shares) | 8,000,000 | ||||
Ordinary shares subject to redemption | $ 6,793,210 | (5,371,731) | (1,421,479) | (6,793,210) | |
Forfeiture of Founder Shares in connection with the expiration of overallotment option | $ (30) | 30 | 0 | ||
Forfeiture of Founder Shares in connection with the expiration of overallotment option (in Shares) | (300,000) | ||||
Cash proceeds received in excess of fair value for Private Placement Warrants | 612,000 | 0 | 612,000 | ||
Cash proceeds received in excess of fair value for Private Placement Warrants (in Shares) | 0 | ||||
Offering cost allocation | $ (1,933,210) | $ 0 | (125,039) | 0 | (125,039) |
Net Income | 0 | 746,554 | 746,554 | ||
Balance at the end at Sep. 30, 2021 | $ 80,000,000 | $ 200 | $ 30 | $ (674,925) | $ (674,695) |
Balance at the end (in shares) at Sep. 30, 2021 | 8,000,000 | 2,000,000 |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) | Sep. 30, 2021shares |
Shares surrendered to company for cancellation | 875,000 |
Common Stock, Shares, Outstanding | 2,000,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 6 Months Ended |
Sep. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net Income | $ 746,554 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (789) |
Change in fair value of warrant liabilities | (1,156,000) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (627,160) |
Net cash used in operating activities | (1,037,395) |
Net Cash Provided by (Used in) Investing Activities [Abstract] | |
Investment of cash in Trust Account | (80,000,000) |
Net cash used in investing activities | (80,000,000) |
Net cash used in Financing Activities: | |
Proceeds from issuance of ordinary shares to Sponsor | 25,000 |
Proceeds from sale of Units in initial public offering | 80,000,000 |
Proceeds from sale of Private Placement Warrants, net of underwriting discounts paid | 1,800,000 |
Proceeds from promissory note - due to sponsor | 129,602 |
Repayment of promissory note - due to sponsor | (129,602) |
Payment of offering costs | (458,249) |
Net cash provided by financing activities | 81,366,751 |
Net Change in Cash | 329,356 |
Cash - Beginning of period | 0 |
Cash - End of period | 329,356 |
Non-cash investing and financing activities: | |
Accretion to ordinary shares subject to redemption | $ 6,793,210 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Sep. 30, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Chavant Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on March 19, 2021. The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and its Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. Financing The Company’s sponsor is Chavant Capital Partners LLC, a Delaware limited liability company (the “Sponsor”). The registration statement pursuant to which the Company registered its securities offered in the IPO was declared effective on July 19, 2021. On July 22, 2021, the Company consummated its IPO of 8,000,000 units (each, a “Unit” and collectively, the “Units”), at $10.00 per Unit, generating gross proceeds of $80,000,000 and incurring offering costs of $2,058,249. The Company granted the underwriters a 45-day option to purchase up to an additional 1,200,000 Units at the IPO price to cover over-allotments, if any. On September 5, 2021, the over-allotment expired unexercised and 300,000 Founder Shares were forfeited. Simultaneously with the consummation of the closing of the IPO, the Company consummated the private placement of an aggregate of 3,400,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at an average price of $1.00 per Private Placement Warrant to the Sponsor and certain designees of Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, the representatives of the underwriters of the IPO, generating total gross proceeds of $3,400,000 (the “Private Placement”). Trust Account Following the closing of the IPO on July 22, 2021, an amount of $80,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee. The funds may be invested only in U.S. government securities with a maturity of 185 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. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to 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 12 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the IPO, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares. 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. Initial Business Combination The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of taxes payable) at the time of the signing of a definitive agreement to enter into an 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”). The Company will provide its holders (the “Public Shareholders”) of its ordinary shares sold in the IPO (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share). These Public Shares were classified as temporary equity upon the completion of the IPO in accordance with the 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 a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction, whether they participate in or abstain from voting, or whether they were a shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the IPO in favor of a Business Combination. The Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the ordinary shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) will agree not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify 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 ordinary shares in conjunction with any such amendment. Liquidation If the Company is unable to complete a Business Combination within 12 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 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except the independent registered public accounting firm, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources The Company’s liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $25,000 from the sale of 2,875,000 ordinary shares (the “Founder Shares”) (Note 5). Subsequent to 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. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). 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 the funds held outside of the Trust Account 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on July 28, 2021 and July 21, 2021, respectively. Emerging Growth Company 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 of 2002, 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. Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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,” , other than warrant liability, approximate the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. (Note 8) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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. Making estimates requires management to exercise significant judgment. 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. Offering Costs associated with the 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 Initial Public Offering. Offering costs are charged against the carrying value of the ordinary shares or the statement of operations based on the relative value of the ordinary shares and the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, upon completion of the Initial Public Offering on July 22, 2021, offering costs in the aggregate of $2,058,249 were recognized, all of which was allocated to the ordinary shares, reducing the carrying amount of such shares. The Company identified an immaterial error relating to an adjustment to accumulated deficit and prepaid expenses within the audited balance sheet as of July 22, 2021 included in the Company’s Form 8-K, filed on July 28, 2021. The impact of the error was an approximately $778,000 understatement of total assets and an approximately $778,000 understatement of total shareholders’ equity (deficit). The condensed financial statements for the quarter ended September 30, 2021 and for the period March 19, 2021 (inception) through September 30, 2021 have been adjusted to reflect the corrected balances. Management has evaluated the materiality of the misstatement based on an analysis of quantitative and qualitative factors and concluded they were not material to the audited balance sheet as of July 22, 2021, individually or in aggregate. Cash and Cash Equivalents As of September 30, 2021, the Company had $329,356 in cash. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Investments Held in Trust Account As of September 30, 2021, the assets held in the Trust Account were held in U.S. Treasury Securities. As of September 30, 2021, the Company had $80,000,789 in investments held in the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Warrants The Company accounts for warrants based on an assessment of specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. For issued warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as non-cash gain or loss on the statements of operations. The Company’s Public Warrants are accounted for as equity and Private Placement Warrants as liabilities. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption (“Public Shares”) in accordance with the guidance in ASC 480. 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 shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company’s 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, as of September 30, 2021, 8,000,000 ordinary shares subject to possible redemption is presented, at redemption value, as temporary equity, outside of the shareholders' deficit section of the Company’s balance sheet. 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.” The Company's derivative instruments were recorded at fair value as of the closing date of the IPO (July 22, 2021) and will be re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on 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 Private Placement Warrants are derivative instruments and the Public Warrants are equity (Note 7). 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 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. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares forfeited. The Company has not considered the effect of the 9,400,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted loss per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. As of September 30, 2021, the Company has 8,000,000 ordinary shares subject to possible redemption and 2,000,000 Founder Shares. For the period from March 19, 2021 (inception) through September 30, 2021, earnings and losses are adjusted for the effects of accretion to ordinary shares subject to possible redemption and are allocated pro rata, reflective of the respective participation rights, between the two classes of ordinary shares. The net income (loss) per share presented in the statements of operations is based on the following: For the three months ended From March 19, 2021 September 30, (inception) through 2021 September 30, 2021 Net income $ 794,541 $ 746,554 Accretion of temporary equity to redemption value (6,793,210) (6,793,210) Net loss including accretion of temporary equity to redemption value $ (5,998,669) $ (6,046,656) For the three months ended From March 19, 2021 (inception) through September 30, 2021 September 30, 2021 Public Shares Founder Shares Public Shares Founder Shares Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity (1) $ (4,530,910) $ (1,467,759) $ (3,725,055) $ (2,321,601) Accretion of temporary equity to redemption value 6,793,210 — 6,793,210 — Allocation of net income (loss) $ 2,262,300 $ (1,467,759) $ 3,068,155 $ (2,321,601) Denominator: Weighted-average shares outstanding 6,173,913 2,000,000 2,897,959 1,806,122 Basic and diluted net income per share: $ 0.37 $ (0.73) $ 1.06 $ (1.29) (1) The Company split net income including accretion of temporary equity using a ratio of 76% for the Public Shares and 24% for the Founder Shares for the three months ended September 30, 2021 and 62% for the Public Shares and 38% for the Founder Shares for the period from March 19, 2021 (inception) through September 30, 2021. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Accounting Pronouncements The Company does not believe that there are any recently issued, but not yet effective, accounting pronouncements, which if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Sep. 30, 2021 | |
Initial Public Offering | |
PUBLIC OFFERING | Note 3 — Initial Public Offering Pursuant to the IPO on July 22, 2021, the Company sold 8,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $80,000,000. Each Unit consists of one ordinary share and three-quarters of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). As of July 22, 2021. the Company incurred offering costs of $2,058,249, consisting of $1,600,000 of underwriting fees and $458,249 of costs related to the IPO. |
Private Placement
Private Placement | 6 Months Ended |
Sep. 30, 2021 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and certain designees of the underwriters (the “Representative Designees”) purchased an aggregate of 3,400,000 Private Placement Warrants at an average price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $3,400,000. Each Private Placement Warrant will entitle the holder to purchase one ordinary share at a price of $11.50 per full share, subject to adjustment (see Note 7). The proceeds from the Private Placement Warrants were added to the proceeds from the IPO, less underwriting fees and discounts, and placed in the Trust Account. To the extent the underwriters exercise their over-allotment option, the Sponsor and the Representative Designees have agreed to purchase up to an aggregate of 240,000 additional Private Placement Warrants on the same terms for an aggregate purchase price of $240,000. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Private Placement Warrant Liability |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On April 7, 2021, the Company issued 2,875,000 ordinary shares, par value $0.0001 (the “Founder Shares”), for which the Sponsor paid $25,000. The Sponsor agreed to forfeit up to 375,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. On July 19, 2021, the Company reduced the offering size of the IPO and 575,000 Founder Shares were surrendered to the Company for cancellation for no consideration, resulting in 2,300,000 Founder Shares outstanding. On September 5, 2021, the underwriters’ over-allotment option expired unexercised, resulting in the forfeiture of an additional 300,000 Founder Shares. As a result, a total of 2,000,000 Founder Shares remains outstanding and will, upon the consummation of the Company’s initial Business Combination, convert into 20% of the Company’s issued and outstanding ordinary shares. All share and per share amounts have been retroactively restated. (See Note 7). The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup. Promissory Note — Due to Sponsor On April 7, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $200,000 to cover formation and operating expenses related to the IPO. The Promissory Note is non-interest bearing and payable on the earlier of (i) July 31, 2021 and (ii) the completion of the IPO. The outstanding balance of $129,602 was Related Party Loans In order to finance transaction costs in connection with a 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 (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2021, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Services Arrangement On July 26, 2021, the Company entered into an administrative services agreement with the Sponsor, effective as of the date that the Company’s securities were first listed on The Nasdaq Stock Market LLC, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay $10,000 per month for these services. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration and Shareholder Rights Pursuant to a registration rights agreement entered into on July 19, 2021, the holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights, requiring the Company to register such securities for resale. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. 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 Company’s final prospectus, filed in connection with the IPO, to purchase up to 1,200,000 additional Units to cover overallotments, if any, at the IPO price less the underwriting discounts and commissions. Such option expired unexercised on September 5, 2021. The underwriters received a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $1,600,000. Business Combination Marketing Agreement At the closing of the IPO and in connection with the Business Combination, the Company and Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC entered into an agreement (the “Business Combination Marketing Agreement”), whereby Roth Capital Partners is to assist the Company in holding meetings with the Company’s shareholders to discuss potential business combination targets and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential business combination, provide financial advisory services to assist the Company in its efforts to obtain any shareholder approval for the business combination and assist the Company with its press releases and public filings in connection with the business combination. Pursuant to the Business Combination Marketing Agreement, the marketing fee payable to the representatives will be 3.5% of the gross proceeds of the IPO upon the consummation of our Business Combination. |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Sep. 30, 2021 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit 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. There currently are no preference shares issued Ordinary Shares The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. On July 19, 2021, the Company effected a cancellation of 575,000 Founder Shares, resulting in an aggregate of 2,300,000 Founder Shares outstanding. On September 5, 2021, the underwriters’ over-allotment option expired unexercised, resulting in the forfeiture of an additional 300,000 Founder Shares. All shares and associated amounts have been retroactively restated to reflect the share cancellation. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. As of September 30, 2021, there were 8,000,000 ordinary shares issued in the IPO which are subject to possible redemption. Warrants The Company will not issue fractional warrants and only whole warrants will trade. The Public Warrants will become exercisable on 30 days after the completion of a Business Combination. 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 Public Warrants is not effective within 120 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five years from the closing of a Business Combination. Once the warrants become exercisable, the Company may redeem the Public Warrants in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination as described elsewhere in this prospectus), for any 20 trading days within a 30-day trading period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a 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 Company’s board of directors, and in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (x) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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 Market Value and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8 — Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “ Fair Value Measurement Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. As of September 30, 2021, assets held in the Trust Account were comprised of $80,000,789 in money market funds which are invested primarily in U.S. Treasury Securities. Through September 30, 2021, the Company has not withdrawn any of interest earned on the Trust Account. The following presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of September 30, 2021: Level 1 Level 2 Level 3 Assets: Investments held in trust account $ 80,000,789 $ — $ — Liabilities: Warrant Liability $ — $ — $ 1,632,000 The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte-Carlo simulation model are assumptions related to expected stock-price volatility (pre-merger and post-merger, expected term, dividend yield and risk-free interest rate). The Company estimates the volatility of its ordinary shares based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury rate matching the expected term of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding fair value measurement inputs for the Private Placement Warrants at measurement dates: July 22, 2021 September 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.39 $ 9.85 Volatility 16.8 % 10.40 % Expected term 5.0 5.0 Risk-free rate 0.71 % 0.96 % Dividend yield 0 % 0 % The change in the fair value of the derivative warrant liabilities, measured with Level 3 inputs, for the period from March 19, 2021 (inception) through September 30, 2021 is summarized as follows: Warrant liability fair value as of July 22, 2021 (inception) $ — Issuance of Private Warrants 2,788,000 Change in fair value of warrant liability (1,156,000) Warrant Liability fair value as of September 30, 2021 $ 1,632,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date that the unaudited financial statements were issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period ended September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2021. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on July 28, 2021 and July 21, 2021, respectively. |
Emerging Growth Company | Emerging Growth Company 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 of 2002, 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. Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Use of Estimates | The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” , other than warrant liability, approximate the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature. (Note 8) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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. Making estimates requires management to exercise significant judgment. 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 As of September 30, 2021, the Company had $329,356 in cash. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. |
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.” The Company's derivative instruments were recorded at fair value as of the closing date of the IPO (July 22, 2021) and will be re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on 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 Private Placement Warrants are derivative instruments and the Public Warrants are equity (Note 7). |
Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2021, the assets held in the Trust Account were held in U.S. Treasury Securities. As of September 30, 2021, the Company had $80,000,789 in investments held in the Trust Account. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption (“Public Shares”) in accordance with the guidance in ASC 480. 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 shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company’s 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, as of September 30, 2021, 8,000,000 ordinary shares subject to possible redemption is presented, at redemption value, as temporary equity, outside of the shareholders' deficit section of the Company’s balance sheet. |
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 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. There were no unrecognized tax benefits as of September 30, 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares forfeited. The Company has not considered the effect of the 9,400,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted loss per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. As of September 30, 2021, the Company has 8,000,000 ordinary shares subject to possible redemption and 2,000,000 Founder Shares. For the period from March 19, 2021 (inception) through September 30, 2021, earnings and losses are adjusted for the effects of accretion to ordinary shares subject to possible redemption and are allocated pro rata, reflective of the respective participation rights, between the two classes of ordinary shares. The net income (loss) per share presented in the statements of operations is based on the following: For the three months ended From March 19, 2021 September 30, (inception) through 2021 September 30, 2021 Net income $ 794,541 $ 746,554 Accretion of temporary equity to redemption value (6,793,210) (6,793,210) Net loss including accretion of temporary equity to redemption value $ (5,998,669) $ (6,046,656) For the three months ended From March 19, 2021 (inception) through September 30, 2021 September 30, 2021 Public Shares Founder Shares Public Shares Founder Shares Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity (1) $ (4,530,910) $ (1,467,759) $ (3,725,055) $ (2,321,601) Accretion of temporary equity to redemption value 6,793,210 — 6,793,210 — Allocation of net income (loss) $ 2,262,300 $ (1,467,759) $ 3,068,155 $ (2,321,601) Denominator: Weighted-average shares outstanding 6,173,913 2,000,000 2,897,959 1,806,122 Basic and diluted net income per share: $ 0.37 $ (0.73) $ 1.06 $ (1.29) (1) The Company split net income including accretion of temporary equity using a ratio of 76% for the Public Shares and 24% for the Founder Shares for the three months ended September 30, 2021 and 62% for the Public Shares and 38% for the Founder Shares for the period from March 19, 2021 (inception) through September 30, 2021. |
Warrants | Warrants The Company accounts for warrants based on an assessment of specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. For issued warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as non-cash gain or loss on the statements of operations. The Company’s Public Warrants are accounted for as equity and Private Placement Warrants as liabilities. |
Offering Costs associated with the IPO | Offering Costs associated with the 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 Initial Public Offering. Offering costs are charged against the carrying value of the ordinary shares or the statement of operations based on the relative value of the ordinary shares and the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, upon completion of the Initial Public Offering on July 22, 2021, offering costs in the aggregate of $2,058,249 were recognized, all of which was allocated to the ordinary shares, reducing the carrying amount of such shares. The Company identified an immaterial error relating to an adjustment to accumulated deficit and prepaid expenses within the audited balance sheet as of July 22, 2021 included in the Company’s Form 8-K, filed on July 28, 2021. The impact of the error was an approximately $778,000 understatement of total assets and an approximately $778,000 understatement of total shareholders’ equity (deficit). The condensed financial statements for the quarter ended September 30, 2021 and for the period March 19, 2021 (inception) through September 30, 2021 have been adjusted to reflect the corrected balances. Management has evaluated the materiality of the misstatement based on an analysis of quantitative and qualitative factors and concluded they were not material to the audited balance sheet as of July 22, 2021, individually or in aggregate. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that there are any recently issued, but not yet effective, accounting pronouncements, which if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of net income (loss) per share presented in the statements of operations | The net income (loss) per share presented in the statements of operations is based on the following: For the three months ended From March 19, 2021 September 30, (inception) through 2021 September 30, 2021 Net income $ 794,541 $ 746,554 Accretion of temporary equity to redemption value (6,793,210) (6,793,210) Net loss including accretion of temporary equity to redemption value $ (5,998,669) $ (6,046,656) |
Schedule of basic and diluted net income (loss) per common share | For the three months ended From March 19, 2021 (inception) through September 30, 2021 September 30, 2021 Public Shares Founder Shares Public Shares Founder Shares Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity (1) $ (4,530,910) $ (1,467,759) $ (3,725,055) $ (2,321,601) Accretion of temporary equity to redemption value 6,793,210 — 6,793,210 — Allocation of net income (loss) $ 2,262,300 $ (1,467,759) $ 3,068,155 $ (2,321,601) Denominator: Weighted-average shares outstanding 6,173,913 2,000,000 2,897,959 1,806,122 Basic and diluted net income per share: $ 0.37 $ (0.73) $ 1.06 $ (1.29) (1) The Company split net income including accretion of temporary equity using a ratio of 76% for the Public Shares and 24% for the Founder Shares for the three months ended September 30, 2021 and 62% for the Public Shares and 38% for the Founder Shares for the period from March 19, 2021 (inception) through September 30, 2021. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Schedule of Company fair value hierarchy for assets and liabilities measured at fair value on a recurring basis | Level 1 Level 2 Level 3 Assets: Investments held in trust account $ 80,000,789 $ — $ — Liabilities: Warrant Liability $ — $ — $ 1,632,000 |
Schedule of quantitative information regarding fair value measurement inputs for the Privat Placement Warrants | July 22, 2021 September 30, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.39 $ 9.85 Volatility 16.8 % 10.40 % Expected term 5.0 5.0 Risk-free rate 0.71 % 0.96 % Dividend yield 0 % 0 % |
Schedule of change fair value of the derivative warrant liabilities, measured with Level 3 | Warrant liability fair value as of July 22, 2021 (inception) $ — Issuance of Private Warrants 2,788,000 Change in fair value of warrant liability (1,156,000) Warrant Liability fair value as of September 30, 2021 $ 1,632,000 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Sep. 05, 2021shares | Jul. 22, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||
Aggregate purchase price | $ 25,000 | |||
Issuance Of Founder Shares (in shares) | shares | 2,875,000 | |||
Proceeds from Related Party Debt | $ 129,602 | |||
Condition for future business combination number of businesses minimum | 1 | |||
Condition for future business combination use of proceeds percentage | 80 | |||
Condition for future business combination threshold Percentage Ownership | 50 | |||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | ||
Redemption limit percentage without prior consent | 15 | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | ||
Months to completed acquisition | 12 months | 12 months | ||
Maturity Period | 185 days | |||
Redeem price per share | $ / shares | $ 10 | $ 10 | ||
Redemption period upon closure | 12 months | 10 days | ||
Maximum Interest To Pay Dissolution Expenses | $ 100,000 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of Units in initial public offering (in shares) | shares | 8,000,000 | 1,200,000 | ||
Purchase price, per unit | $ / shares | $ 10 | |||
Proceeds from issuance initial public offering | $ 80,000,000 | |||
Offering costs | $ 2,058,249 | |||
Additional units purchased | shares | 1,200,000 | |||
Redeem price per share | $ / shares | $ 10 | |||
Private Placement [Member] | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 3,400,000 | 3,400,000 | ||
Price of warrant | $ / shares | $ 1 | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 3,400,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase price, per unit | $ / shares | 10 | |||
Forfeiture of Founder Shares in connection with the expiration of overallotment option | shares | 300,000 | |||
Redeem price per share | $ / shares | $ 10 | |||
Over-allotment option | Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Private Placement Warrants (in shares) | shares | 240,000 | 240,000 | ||
Proceeds from sale of Private Placement Warrants | $ 240,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Jul. 22, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Mar. 18, 2021 |
Cash | $ 329,356 | $ 329,356 | ||
Investments held in the Trust Account | 80,000,789 | |||
Federal Depository Insurance Coverage | $ 250,000 | $ 250,000 | ||
Temporary equity, shares outstanding | 8,000,000 | 8,000,000 | ||
Understatement of Shareholders' deficit | $ (674,695) | $ (674,695) | $ 0 | |
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | ||
Anti-dilutive securities attributable to warrants (in shares) | 9,400,000 | |||
Offering costs | $ 125,039 | |||
Accretion value | $ 6,793,210 | |||
Stock Issued During Period, Shares, New Issues | 2,875,000 | |||
As Restated | ||||
Overstatement of accrued offering cost | 778,000 | $ 778,000 | ||
Understatement of Shareholders' deficit | (778,000) | (778,000) | ||
Additional Paid-in Capital | ||||
Understatement of Shareholders' deficit | 30 | 30 | 0 | |
Offering costs | 125,039 | |||
Accretion value | 5,371,731 | |||
Accumulated Deficit | ||||
Understatement of Shareholders' deficit | (674,925) | (674,925) | $ 0 | |
Offering costs | 0 | |||
Accretion value | 1,421,479 | |||
IPO [Member] | ||||
Offering costs | $ 2,058,249 | |||
Founder shares | ||||
Allocation of net income including accretion of temporary equity | $ (1,467,759) | $ (2,321,601) | ||
Stock Issued During Period, Shares, New Issues | 2,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of net income loss presented in operation statement (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies | ||
Net Income | $ 794,541 | $ 746,554 |
Accretion of temporary equity to redemption value | (6,793,210) | (6,793,210) |
Net loss including accretion of temporary equity to redemption value | $ (5,998,669) | $ (6,046,656) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Income (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Numerator: | ||
Accretion of temporary equity to redemption value | $ 6,793,210 | $ 6,793,210 |
Allocation of net income (loss) | $ 5,998,669 | $ 6,046,656 |
Denominator: | ||
Split ratio percentage of net income including accretion of temporary equity | 76.00% | 62.00% |
Founder shares | ||
Numerator: | ||
Allocation of net income including accretion of temporary equity | $ (1,467,759) | $ (2,321,601) |
Allocation of net income (loss) | $ (1,467,759) | $ (2,321,601) |
Denominator: | ||
Weighted-average shares outstanding | 2,000,000 | 1,806,122 |
Basic and diluted net income per share: | $ (0.73) | $ (1.29) |
Split ratio percentage of net income including accretion of temporary equity | 24.00% | 38.00% |
Ordinary shares subject to redemption | ||
Numerator: | ||
Allocation of net income including accretion of temporary equity | $ (4,530,910) | $ (3,725,055) |
Accretion of temporary equity to redemption value | 6,793,210 | 6,793,210 |
Allocation of net income (loss) | $ 2,262,300 | $ 3,068,155 |
Denominator: | ||
Weighted-average shares outstanding | 6,173,913 | 2,897,959 |
Basic and diluted net income per share: | $ 0.37 | $ 1.06 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jul. 22, 2021 | Sep. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 8,000,000 | 1,200,000 |
Purchase price, per unit | $ 10 | |
Gross proceeds | $ 80,000,000 | |
Offering costs | 2,058,249 | |
Underwriting fees | 1,600,000 | |
Other offering costs | $ 458,249 | |
IPO [Member] | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ 10 |
Private Placement (Details)
Private Placement (Details) - Private Placement Warrants | 6 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Over-allotment option | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | 240,000 |
Aggregate purchase price | $ | $ 240,000 |
Private Placement [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | 3,400,000 |
Price of warrants | $ / shares | $ 1 |
Aggregate purchase price | $ | $ 3,400,000 |
Number of shares per warrant | 1 |
Exercise price of warrant | $ / shares | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Sep. 05, 2021 | Apr. 07, 2021 | Sep. 30, 2021 | Jul. 19, 2021 |
Related Party Transaction [Line Items] | ||||
Number of shares issued | 2,875,000 | |||
Common shares, par value, (per share) | $ 0.0001 | |||
Shares subject to forfeiture | 300,000 | |||
Shares surrendered to company for cancellation | 875,000 | |||
Founder shares | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 2,000,000 | |||
Shares subject to forfeiture | 300,000 | |||
Founder shares | Sponsor | Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 2,875,000 | |||
Common shares, par value, (per share) | $ 0.0001 | |||
Consideration received | $ 25,000 | |||
Shares subject to forfeiture | 375,000 | |||
Shares surrendered to company for cancellation | 575,000 | |||
Aggregate number of shares owned | 2,300,000 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 0.20% | |||
Restrictions on transfer period of time after business combination completion | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||
Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Consecutive Trading Days | 30 days | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jul. 22, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 07, 2021 |
Related Party Transaction [Line Items] | ||||
Repayment of promissory note - related party | $ 129,602 | |||
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 | $ 129,602 | |||
Repayment of promissory note - related party | $ 129,602 | |||
Administrative Support Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | 10,000 | |||
Related Party Loans | ||||
Related Party Transaction [Line Items] | ||||
Loan conversion agreement warrant | $ 1,500,000 | |||
Price of warrant | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - IPO - USD ($) | Jul. 22, 2021 | Sep. 30, 2021 |
cash underwriting discount | 2.00% | |
Units Issued During Period, Shares, New Issues | 8,000,000 | 1,200,000 |
Underwriting Agreement Options Granted Period | 45 days | |
Aggregate underwriter cash discount | $ 1,600,000 | |
Gross proceeds of the IPO | 3.5 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock Shares (Details) | Sep. 30, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 200,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Preference Shares | |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) | 6 Months Ended | |
Sep. 30, 2021Vote$ / sharesshares | Sep. 05, 2021shares | |
Class of Stock [Line Items] | ||
Common Stock, Shares, Outstanding | 2,000,000 | |
Common shares, shares authorized (in shares) | 200,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | |
Common shares, shares issued (in shares) | 2,000,000 | |
Number Of Shares Subject To Forfeiture | 300,000 | |
Sponsor | ||
Class of Stock [Line Items] | ||
Common Stock, Shares, Outstanding | 2,300,000 | |
Number of shares cancelled | 575,000 | |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 8,000,000 |
Shareholders' Deficit - Warrant
Shareholders' Deficit - Warrants (Details) | 6 Months Ended |
Sep. 30, 2021$ / shares | |
Class of Warrant or Right [Line Items] | |
Warrants exercisable term from the completion of business combination | 30 days |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Threshold Period for Filling Registration Statement After Business Combination | 2 years |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Share Price | $ 9.20 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Public Warrants expiration term | 5 years |
Period of time within which registration statement is expected to become effective | 120 days |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold consecutive trading days for redemption of public warrants | 20 days |
Redemption period | 30 days |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% |
Fair Value Measurements-Company
Fair Value Measurements-Company fair value hierarchy for assets and liabilities (Details) | Sep. 30, 2021USD ($) |
Assets: | |
Investments held in trust account | $ 80,000,789 |
Liabilities: | |
Warrant liability | 1,632,000 |
U.S. Treasury Securities | |
Assets: | |
Investments held in trust account | 80,000,789 |
Level 1 | Recurring | |
Assets: | |
Investments held in trust account | 80,000,789 |
Level 3 | Recurring | |
Liabilities: | |
Warrant liability | $ 1,632,000 |
Fair Value Measurements - quant
Fair Value Measurements - quantitative information regarding fair value measurement inputs for the Privat Placement Warrants (Details) - Private Placement Warrants | Sep. 30, 2021$ / sharesY | Jul. 22, 2021Y$ / shares |
Exercise Price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Stock Price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.85 | 9.39 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10.40 | 16.8 |
Expected term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | Y | 5 | 5 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.96 | 0.71 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Fair Value Measurements- Change
Fair Value Measurements- Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value of warrant liabilities | $ (1,156,000) | $ (1,156,000) |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Issuance of Private Warrants | 2,788,000 | |
Change in fair value of warrant liability | (1,156,000) | |
Warrant Liability at end of period | $ 1,632,000 | $ 1,632,000 |