Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-41366 | |
Entity Registrant Name | CHENGHE ACQUISITION CO. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1598077 | |
Entity Address, Address Line One | 38 Beach Road #29-11 | |
Entity Address, City or Town | South Beach Tower | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 189767 | |
City Area Code | 65 | |
Local Phone Number | 9851 8611 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001856948 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | CHEAU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | CHEA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 11,500,000 | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | CHEAW | |
Security Exchange Name | NASDAQ | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 702,698 | $ 0 |
Prepaid expenses | 293,807 | 0 |
Due from Sponsor | 0 | 13,040 |
Total Current Assets | 996,505 | 13,040 |
Deferred offering costs | 0 | 435,396 |
Long-term prepaid insurance | 83,060 | 0 |
Investments held in Trust Account | 118,565,337 | 0 |
TOTAL ASSETS | 119,644,902 | 448,436 |
Current liabilities | ||
Accrued expenses | 71,360 | 0 |
Accrued offering costs | 50,393 | 243,432 |
Due to Sponsor | 25,838 | 0 |
Promissory note - related party | 0 | 192,479 |
Total Current Liabilities | 147,591 | 435,911 |
Deferred underwriting commissions | 4,025,000 | 0 |
Total Liabilities | 4,172,591 | 435,911 |
Commitments | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 and nil number of shares at redemption value of $10.30 | 118,565,337 | 0 |
Shareholders' (Deficit) Equity | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 0 | 24,712 |
Accumulated deficit | (3,093,314) | (12,475) |
Total Shareholders' (Deficit) Equity | (3,093,026) | 12,525 |
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' (DEFICIT) EQUITY | 119,644,902 | 448,436 |
Class A ordinary shares | ||
Shareholders' (Deficit) Equity | ||
Ordinary shares | 0 | 0 |
Class B ordinary shares | ||
Shareholders' (Deficit) Equity | ||
Ordinary shares | $ 288 | $ 288 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Ordinary shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares subject to possible redemption | 11,500,000 | 0 |
Ordinary shares, redemption value per share | $ 10.30 | $ 10.30 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Founder Shares | ||
Common shares, shares outstanding | 2,875,000 | |
Class A ordinary shares | ||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B ordinary shares | ||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 2,875,000 | 2,875,000 |
Common shares, shares outstanding | 2,875,000 | 2,875,000 |
Class B ordinary shares | Founder Shares | ||
Common shares, shares outstanding | 2,875,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) | |||
Operating and formation costs | $ 196,604 | $ 9,405 | $ 196,604 |
Loss from operations | (196,604) | (9,405) | (196,604) |
Other income: | |||
Interest earned on investments held in Trust Account | 115,337 | 0 | 115,337 |
Other income, net | 115,337 | 0 | 115,337 |
Net loss | $ (81,267) | $ (9,405) | $ (81,267) |
Class A ordinary shares | |||
Other income: | |||
Basic weighted average shares outstanding, Basic | 7,582,418 | 3,812,155 | |
Diluted weighted average shares outstanding | 7,582,418 | 3,812,155 | |
Basic net loss per ordinary share | $ (0.01) | $ (0.01) | |
Diluted net loss per ordinary share | $ (0.01) | $ (0.01) | |
Class A ordinary shares subject to possible redemption | |||
Other income: | |||
Basic weighted average shares outstanding, Basic | 7,582,418 | 0 | 3,812,155 |
Diluted weighted average shares outstanding | 7,582,418 | 0 | 3,812,155 |
Basic net loss per ordinary share | $ (0.01) | $ 0 | $ (0.01) |
Diluted net loss per ordinary share | $ (0.01) | $ 0 | $ (0.01) |
Class A ordinary shares not subject to possible redemption | |||
Other income: | |||
Basic weighted average shares outstanding, Basic | 2,747,253 | 2,500,000 | 2,624,309 |
Diluted weighted average shares outstanding | 2,747,253 | 2,500,000 | 2,624,309 |
Basic net loss per ordinary share | $ (0.01) | $ 0 | $ (0.01) |
Diluted net loss per ordinary share | $ (0.01) | $ 0 | $ (0.01) |
Class B ordinary shares | |||
Other income: | |||
Basic weighted average shares outstanding, Basic | 2,747,253 | 2,500,000 | 2,624,309 |
Diluted weighted average shares outstanding | 2,747,253 | 2,500,000 | 2,624,309 |
Basic net loss per ordinary share | $ (0.01) | $ 0 | $ (0.01) |
Diluted net loss per ordinary share | $ (0.01) | $ 0 | $ (0.01) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Class B ordinary shares Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Apr. 06, 2021 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Apr. 06, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of Class B ordinary shares to Sponsor | $ 288 | 24,712 | 0 | $ 25,000 |
Issuance of Class B ordinary shares to Sponsor (in shares) | 2,875,000 | |||
Net income (loss) | $ 0 | 0 | (9,405) | (9,405) |
Balance at the end at Jun. 30, 2021 | $ 288 | 24,712 | (9,405) | 15,595 |
Balance at the end (in shares) at Jun. 30, 2021 | 2,875,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 288 | 24,712 | (12,475) | 12,525 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Re-measurement for Class A ordinary shares subject to redemption amount | (12,282,254) | |||
Net income (loss) | (81,267) | |||
Balance at the end at Jun. 30, 2022 | $ 288 | (3,093,314) | (3,093,026) | |
Balance at the end (in shares) at Jun. 30, 2022 | 2,875,000 | |||
Balance at the beginning at Mar. 31, 2022 | $ 288 | 24,712 | (12,475) | 12,525 |
Balance at the beginning (in shares) at Mar. 31, 2022 | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Fair value of Public Warrants at issuance | 1,667,500 | 1,667,500 | ||
Sale of 7,750,000 Private Placement Warrants | 7,750,000 | 7,750,000 | ||
Allocated value of transaction costs to Class A ordinary shares | (159,530) | (159,530) | ||
Re-measurement for Class A ordinary shares subject to redemption amount | $ (9,282,682) | (2,999,572) | (12,282,254) | |
Net income (loss) | (81,267) | (81,267) | ||
Balance at the end at Jun. 30, 2022 | $ 288 | $ (3,093,314) | $ (3,093,026) | |
Balance at the end (in shares) at Jun. 30, 2022 | 2,875,000 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (UNAUDITED) (Parenthetical) | Jun. 30, 2022 shares |
Private Placement Warrants | |
Number of warrants issued | 7,750,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (9,405) | $ (81,267) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Formation costs paid by related party | 9,405 | 0 |
Interest earned on investments held in Trust Account | 0 | (115,337) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (293,807) |
Due from Sponsor | 0 | 13,040 |
Long-term prepaid insurance | 0 | (83,060) |
Accrued expenses | 0 | 71,360 |
Due to Sponsor | 0 | 25,838 |
Net cash used in operating activities | 0 | (463,233) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | 0 | (118,450,000) |
Net cash used in investing activities | 0 | (118,450,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 112,700,000 |
Proceeds from sale of Private Placements Warrants | 0 | 7,750,000 |
Proceeds from promissory note - related party | 0 | 107,521 |
Repayment of promissory note-related party | 0 | (300,000) |
Payment of offering costs | 0 | (641,590) |
Net cash provided by financing activities | 0 | 119,615,931 |
Net Change in Cash | 0 | 702,698 |
Cash - Beginning of period | 0 | 0 |
Cash - End of period | 0 | 702,698 |
Non-Cash investing and financing activities: | ||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | 0 |
Offering costs included in accrued offering costs | 58,628 | 50,393 |
Offering costs paid by Sponsor under the promissory note | 80,762 | 0 |
Deferred underwriting fee payable | 0 | 4,025,000 |
Initial classification of ordinary shares subject to possible redemption | 0 | 118,450,000 |
Re-measurement for Class A ordinary shares subject to possible redemption | $ 0 | $ 115,337 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Chenghe Acquisition Co. (the “Company”) is a newly incorporated blank check company incorporated as a Cayman Islands exempted company on April 7, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any potential Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from April 7, 2021 (inception) through June 30, 2022 relates to the Company’s formation, its initial public offering (the “IPO”) and searching for a Business Combination target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on April 27, 2022 (the “Effective Date”). On May 2, 2022, the Company consummated the IPO of 11,500,000 units, including the issuance of 1,500,000 units as a result of the underwriters’ full exercise of the over-allotment option (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $115,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,750,000 warrants (the “Private Placement Warrants,” such private placement, the “Private Placement”), (including 750,000 private placement warrants in connection with the full exercise of the underwriters’ overallotment option), at a price of $1.00 per Private Placement Warrant in a private placement to Chenghe Investment Co. (the “Sponsor”), generating gross proceeds of $7,750,000, which is discussed in Note 4. Transaction costs amounted to $7,208,947 consisting of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and $883,947 of other offering costs. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting commissions held in trust) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post- transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on May 2, 2022, an amount of $118,450,000 ($10.30 per Unit) from the net proceeds of the sale of the public units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may only be invested in U.S. government securities, within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete its initial Business Combination within the Combination Period (as define below), subject to applicable law, or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period, or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account is initially anticipated to be $10.30 per public share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 15 months or during one of the three three-month extensions (for a total up to 24 months) from the closing of the IPO (collectively, the “Combination Period”) to complete the initial Business Combination. If the Company has not completed the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame; and (ii) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately- negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.30 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Liquidity Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these financial statements are issued and therefore substantial doubt has been alleviated. 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission ( “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on April 29, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 9, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with 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 and the reported amounts of revenues and expenses during the reporting period. 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 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. The Company held $702,698 and nil in cash as of June 30, 2022 and December 31, 2021, respectively. Investments Held in Trust Account At June 30, 2022, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments—Debt and Equity Securities.” Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements. As of June 30, 2022, investments in the Company’s Trust Account consisted of $20,800 in cash and $118,544,537 in U.S. Treasury Securities. The Company purchased Treasury Securities on May 4, 2022, which will mature on July 12, 2022. The Company considers all investments with original maturities of less than three months to trading securities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary share subject to possible redemption is presented as temporary equity, outside of the shareholders' deficit section of the Company's condensed balance sheets. As of June 30, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,667,500) Class A ordinary shares issuance at cost (7,049,417) Plus: Re-measurement for Class A ordinary shares subject to possible redemption 12,282,254 Contingently redeemable ordinary share $ 118,565,337 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,208,947 as a result of the IPO (consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees, and $883,947 of other offering costs). Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be 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 Loss per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The number of weighted average shares for the period from April 7, 2021 (inception) through June 30, 2021 was reduced for the effect of an aggregate of 375,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. On May 2, 2022, the underwriters fully exercised their over-allotment option, hence, 375,000 Founder Shares were no longer subject to forfeiture. (see Note 5). At June 30, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. For the Period from April 7, 2021 (Inception) Three Months Ended Six Months Ended through June 30, 2022 June 30, 2022 June 30, 2021 Class A Class B Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (59,653) $ (21,614) $ (48,132) (33,135) $ — $ (9,405) Denominator: Basic and diluted weighted average shares outstanding 7,582,418 2,747,253 3,812,155 2,624,309 — 2,500,000 Basic and diluted net loss per ordinary share $ (0.01) $ (0.01) $ (0.01) (0.01) $ — $ (0.00) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash, prepaid assets, and accounts payable are estimated to approximate the carrying values as of June30, 2022 and December 31, 2021 due to the short maturities of such instruments. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ 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 instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument 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 quarterly period end date while the instruments are outstanding. Upon further review of the proposed forms of warrant agreements, management concluded that the Public Warrants and Private Placement Warrants to be issued pursuant to the warrant agreements qualify for equity accounting treatment. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On May 2, 2022, the Company sold 11,500,000 Units, including 1,500,000 Units as a result of the underwriters’ full exercise of the over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one Combination, and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,750,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $7,750,000. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless (See Note 7). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 8, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On June 20, 2021 and on December 28, 2021, respectively, the Sponsor surrendered and forfeited to the Company 1,437,500 Founder Shares for no consideration, following which, the Sponsor holds 4,312,500 Founder Shares. On March 29, 2022, the Sponsor further surrendered and forfeited to the Company 1,437,500 Founder Shares for no consideration, following which the Sponsor holds 2,875,000 Founder Shares. As a result of these surrender and forfeiture of Founder Shares, the per share price increased to approximately $0.009 per share. On March 30, 2022, the Sponsor transferred an aggregate of 177,439 of its Founder Shares to the Company’s independent director nominees and advisory board member, for their board and advisory services, in each case for no cash consideration, including 20,000 shares to each of Kwan Sun, Robert Ning The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 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 or (2) if the Company consummate a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Administrative Services Agreement Commencing on April 27, 2022, the effective date of the Company’s registration statement for IPO, the Company will pay to the Sponsor $15,000 per month for office space, utilities, secretarial support and administrative services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company incurred $31,548 in fees for these services, and such amount is included in due to Sponsor in the accompanying balance sheets. For the period from April 7, 2021 (inception) through June 30, 2021, the Company did not incur any fees for these services. Promissory Note — Related Party On April 8, 2021, the Sponsor has agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and due at the earlier of June 30, 2022 or the closing of the IPO. As of May 2, 2022, the Company had borrowed $300,000 and repaid under the promissory note. Related Party Loans In order to finance working capital deficit or to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On May 2, 2022, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $2,300,000. In addition, $0.35 per unit, or approximately $4,025,000 in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
SHAREHOLDERS' (DEFICIT) EQUITY
SHAREHOLDERS' (DEFICIT) EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
SHAREHOLDERS' (DEFICIT) EQUITY | |
SHAREHOLDERS' (DEFICIT) EQUITY | NOTE 7. SHAREHOLDERS’ (DEFICIT) EQUITY Preference Shares — Class A Ordinary Shares Class B Ordinary Shares The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares issued and outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders of record of the Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Company’s amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company is generally required to approve any matter voted on by the shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of at least two-thirds of the ordinary shares who attend and vote at a general meeting of the Company, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. Warrants The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30-day redemption period ” ) to each warrant holder; and ● if, and only if, the reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which before we send the notice of redemption to the warrant holders. The “fair market value” of the Class A ordinary shares shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission ( “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its IPO as filed with the SEC on April 29, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 9, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
Emerging Growth Company | 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with 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 and the reported amounts of revenues and expenses during the reporting period. 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 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. The Company held $702,698 and nil in cash as of June 30, 2022 and December 31, 2021, respectively. |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2022, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments—Debt and Equity Securities.” Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements. As of June 30, 2022, investments in the Company’s Trust Account consisted of $20,800 in cash and $118,544,537 in U.S. Treasury Securities. The Company purchased Treasury Securities on May 4, 2022, which will mature on July 12, 2022. The Company considers all investments with original maturities of less than three months to trading securities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary share subject to possible redemption is presented as temporary equity, outside of the shareholders' deficit section of the Company's condensed balance sheets. As of June 30, 2022, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,667,500) Class A ordinary shares issuance at cost (7,049,417) Plus: Re-measurement for Class A ordinary shares subject to possible redemption 12,282,254 Contingently redeemable ordinary share $ 118,565,337 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,208,947 as a result of the IPO (consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees, and $883,947 of other offering costs). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). 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. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be 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 Loss per Ordinary Share | Net Loss per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The number of weighted average shares for the period from April 7, 2021 (inception) through June 30, 2021 was reduced for the effect of an aggregate of 375,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. On May 2, 2022, the underwriters fully exercised their over-allotment option, hence, 375,000 Founder Shares were no longer subject to forfeiture. (see Note 5). At June 30, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. For the Period from April 7, 2021 (Inception) Three Months Ended Six Months Ended through June 30, 2022 June 30, 2022 June 30, 2021 Class A Class B Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (59,653) $ (21,614) $ (48,132) (33,135) $ — $ (9,405) Denominator: Basic and diluted weighted average shares outstanding 7,582,418 2,747,253 3,812,155 2,624,309 — 2,500,000 Basic and diluted net loss per ordinary share $ (0.01) $ (0.01) $ (0.01) (0.01) $ — $ (0.00) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash, prepaid assets, and accounts payable are estimated to approximate the carrying values as of June30, 2022 and December 31, 2021 due to the short maturities of such instruments. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements. |
Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ 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 instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument 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 quarterly period end date while the instruments are outstanding. Upon further review of the proposed forms of warrant agreements, management concluded that the Public Warrants and Private Placement Warrants to be issued pursuant to the warrant agreements qualify for equity accounting treatment. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of reconciliation of Class A ordinary shares subject to possible redemption reflected in the condensed balance | Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,667,500) Class A ordinary shares issuance at cost (7,049,417) Plus: Re-measurement for Class A ordinary shares subject to possible redemption 12,282,254 Contingently redeemable ordinary share $ 118,565,337 |
Summary of calculation of basic and diluted net loss per ordinary share | For the Period from April 7, 2021 (Inception) Three Months Ended Six Months Ended through June 30, 2022 June 30, 2022 June 30, 2021 Class A Class B Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (59,653) $ (21,614) $ (48,132) (33,135) $ — $ (9,405) Denominator: Basic and diluted weighted average shares outstanding 7,582,418 2,747,253 3,812,155 2,624,309 — 2,500,000 Basic and diluted net loss per ordinary share $ (0.01) $ (0.01) $ (0.01) (0.01) $ — $ (0.00) |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
May 02, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 118,450,000 | ||
Share issued price per Unit | $ 10.30 | ||
Proceeds from issuance initial public offering | $ 2,300,000 | ||
Proceeds from sale of Private Placements Warrants | $ 0 | $ 7,750,000 | |
Transaction Costs | 7,208,947 | ||
Underwriting fees | 2,300,000 | ||
Deferred underwriting fee payable | 4,025,000 | $ 4,025,000 | |
Other offering costs | $ 883,947 | ||
Maturity term of U.S. government securities | 185 days | ||
Months to complete initial business combination | 15 months | ||
Total Months to Complete Initial Business Combination | 24 months | ||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||
Minimum net tangible assets upon consummation of the business combination | $ 5,000,001 | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants issued | 7,750,000 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share issued price per Unit | $ 10.30 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 11,500,000 | ||
Share issued price per Unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 115,000,000 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 7,750,000 | ||
Share issued price per Unit | $ 1 | ||
Proceeds from issuance initial public offering | $ 7,750,000 | ||
Number of warrants issued | 7,750,000 | ||
Price of warrant | $ 1 | ||
Proceeds from sale of Private Placements Warrants | $ 7,750,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 1,500,000 | ||
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 6 Months Ended | ||
May 02, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Offering Costs | $ 7,208,947 | ||
Cash | $ 702,698 | $ 0 | |
Underwriting fees | 2,300,000 | ||
Deferred underwriting fee payable | 4,025,000 | 4,025,000 | |
Other offering costs | $ 883,947 | ||
Deferred offering costs | $ 0 | 435,396 | |
Shares subject to forfeiture | 375,000 | ||
Federal Depository Insurance Coverage | $ 250,000 | ||
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits, Income tax penalties and interest accrued | $ 0 | $ 0 | |
Over-allotment option | Founder Shares | |||
Shares not subject to forfeiture | 375,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments Held in Trust Account (Details) | Jun. 30, 2022 USD ($) |
Cash | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account, Fair value | $ 20,800 |
U.S. Treasury Securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account, Fair value | $ 118,544,537 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Gross proceeds | $ 115,000,000 | ||
Proceeds allocated to Public Warrants | (1,667,500) | ||
Issuance costs allocated to Class A ordinary shares | (7,049,417) | ||
Re-measurement for Class A ordinary shares subject to possible redemption | $ 12,282,254 | 12,282,254 | |
Contingently redeemable ordinary share | $ 118,565,337 | $ 118,565,337 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income per ordinary share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Class A ordinary shares | |||
Numerator: | |||
Allocation of net loss | $ (59,653) | $ (48,132) | |
Denominator: | |||
Basic weighted average shares outstanding, Basic | 7,582,418 | 3,812,155 | |
Weighted average shares outstanding, Diluted | 7,582,418 | 3,812,155 | |
Basic net loss per ordinary share | $ (0.01) | $ (0.01) | |
Diluted net loss per ordinary share | $ (0.01) | $ (0.01) | |
Class B ordinary shares | |||
Numerator: | |||
Allocation of net loss | $ (21,614) | $ (9,405) | $ (33,135) |
Denominator: | |||
Basic weighted average shares outstanding, Basic | 2,747,253 | 2,500,000 | 2,624,309 |
Weighted average shares outstanding, Diluted | 2,747,253 | 2,500,000 | 2,624,309 |
Basic net loss per ordinary share | $ (0.01) | $ 0 | $ (0.01) |
Diluted net loss per ordinary share | $ (0.01) | $ 0 | $ (0.01) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | May 02, 2022 $ / shares shares |
Subsidiary, Sale of Stock [Line Items] | |
Number of units issued | 118,450,000 |
Purchase price, per unit | $ / shares | $ 10.30 |
Initial Public Offering | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units issued | 11,500,000 |
Purchase price, per unit | $ / shares | $ 10 |
Number of shares in a unit | 1 |
Number of warrants in a unit | 0.5 |
Number of shares issuable per warrant | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Period of expiry after completion of initial Business Combination or Earlier Upon Redemption | 5 years |
Period of exercisable after completion of initial Business Combination | 30 days |
Over-allotment option | |
Subsidiary, Sale of Stock [Line Items] | |
Number of units issued | 1,500,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
May 02, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 0 | $ 7,750,000 | |
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 7,750,000 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 7,750,000 | ||
Price of warrants | $ 1 | ||
Aggregate purchase price | $ 7,750,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 3 Months Ended | 6 Months Ended | ||||||||||
May 02, 2022 shares | Mar. 30, 2022 USD ($) shares | Mar. 29, 2022 USD ($) $ / shares shares | Dec. 28, 2021 USD ($) shares | Dec. 28, 2021 USN ($) shares | Jun. 20, 2021 USD ($) shares | Jun. 20, 2021 USN ($) shares | Apr. 08, 2021 USD ($) $ / shares shares | Apr. 08, 2021 USN ($) shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 D $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Related Party Transaction [Line Items] | ||||||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||||
Class B ordinary shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Common shares, shares outstanding | 2,875,000 | 2,875,000 | ||||||||||
Sponsor | Class B ordinary shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares surrendered and forfeited to the Company | 1,437,500 | 1,437,500 | 1,437,500 | 1,437,500 | 1,437,500 | |||||||
Consideration amount | $ | $ 0 | $ 0 | $ 0 | |||||||||
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) | $ / shares | $ 12 | |||||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||||||
Founder Shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Consideration amount | $ | $ 0 | |||||||||||
Maximum shares subject to forfeiture | 375,000 | |||||||||||
Common shares, shares outstanding | 375,000 | 2,875,000 | ||||||||||
Shares Transferred During Period, Shares | 177,439 | |||||||||||
Founder Shares | Class B ordinary shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common shares, par value (per share) | $ / shares | $ 0.0001 | |||||||||||
Common shares, shares outstanding | 2,875,000 | |||||||||||
Founder Shares | Kwan Sun | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares Transferred During Period, Shares | 20,000 | |||||||||||
Founder Shares | Robert Ewing | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares Transferred During Period, Shares | 20,000 | |||||||||||
Founder Shares | Ning Ma | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares Transferred During Period, Shares | 20,000 | |||||||||||
Founder Shares | Kenneth W. Hitchner | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares Transferred During Period, Shares | 50,000 | |||||||||||
Founder Shares | Dr. Zhiwei Liu | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares Transferred During Period, Shares | 67,439 | |||||||||||
Founder Shares | Over-allotment option | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares not subject to forfeiture | 375,000 | |||||||||||
Founder Shares | Sponsor | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Share Price | $ / shares | $ 0.009 | |||||||||||
Shares surrendered and forfeited to the Company | 1,437,500 | 1,437,500 | 1,437,500 | 1,437,500 | 1,437,500 | |||||||
Consideration amount | $ | $ 0 | $ 0 | ||||||||||
Shares held by Sponsor | 2,875,000 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | |||||||
Maximum shares subject to forfeiture | 375,000 | |||||||||||
Founder Shares | Sponsor | Class B ordinary shares | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||||||||||
Number of shares issued | 7,187,500 | 7,187,500 | ||||||||||
Share Price | $ / shares | $ 0.003 | |||||||||||
Shares held by Sponsor | 2,697,561 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
May 02, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Apr. 08, 2021 | |
Related Party Transaction [Line Items] | ||||||
Repayment of related party promissory note | $ 0 | $ 300,000 | ||||
Promissory Note with Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | |||||
Repayment of related party promissory note | $ 300,000 | |||||
Administrative Support Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses per month | 15,000 | |||||
Expenses incurred and paid | $ 31,548 | 31,548 | ||||
Related Party Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | ||||
Price of warrant | $ 1 | $ 1 | ||||
Working capital loans, outstanding | $ 0 | $ 0 | $ 0 |
COMMITMENTS (Details)
COMMITMENTS (Details) | May 02, 2022 USD ($) | Jun. 30, 2022 USD ($) item $ / shares |
Loss Contingencies [Line Items] | ||
Maximum Number Of Demands For Registration Of Securities | item | 3 | |
Proceeds from issuance initial public offering | $ 2,300,000 | |
Deferred Fee Per Unit | $ / shares | $ 0.35 | |
Deferred underwriting fee payable. | $ 4,025,000 | $ 4,025,000 |
Initial Public Offering | ||
Loss Contingencies [Line Items] | ||
Percentage of cash underwriting agreement fee | 2% | |
Proceeds from issuance initial public offering | $ 115,000,000 |
SHAREHOLDERS' (DEFICIT) EQUITY-
SHAREHOLDERS' (DEFICIT) EQUITY- Preferred Stock Shares (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
SHAREHOLDERS' (DEFICIT) EQUITY | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' (DEFICIT) EQUIT_2
SHAREHOLDERS' (DEFICIT) EQUITY- Common Stock Shares (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Mar. 30, 2022 USD ($) shares | Mar. 29, 2022 USD ($) $ / shares shares | Dec. 28, 2021 USD ($) shares | Dec. 28, 2021 USN ($) shares | Jun. 20, 2021 USD ($) shares | Jun. 20, 2021 USN ($) shares | Apr. 08, 2021 USD ($) $ / shares shares | Apr. 08, 2021 USN ($) shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | May 02, 2022 shares | |
Class of Stock [Line Items] | ||||||||||||
Common shares, votes per share | Vote | 1 | |||||||||||
Ordinary shares, shares subject to possible redemption | 11,500,000 | 0 | ||||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||||
Class A ordinary shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Common shares, shares issued (in shares) | 0 | 0 | ||||||||||
Common shares, shares outstanding (in shares) | 0 | 0 | ||||||||||
Class A ordinary shares subject to possible redemption | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares not subject to forfeiture | 11,500,000 | 0 | ||||||||||
Class B ordinary shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Common shares, shares issued (in shares) | 2,875,000 | 2,875,000 | ||||||||||
Common shares, shares outstanding (in shares) | 2,875,000 | 2,875,000 | ||||||||||
Aggregated shares issued upon converted basis (in percent) | 20% | |||||||||||
Sponsor | Class B ordinary shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares surrendered and forfeited to the Company | 1,437,500 | 1,437,500 | 1,437,500 | 1,437,500 | 1,437,500 | |||||||
Consideration amount | $ | $ 0 | $ 0 | $ 0 | |||||||||
Founder Shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common shares, shares outstanding (in shares) | 2,875,000 | 375,000 | ||||||||||
Consideration amount | $ | $ 0 | |||||||||||
Maximum shares subject to forfeiture | 375,000 | |||||||||||
Founder Shares | Class B ordinary shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Common shares, shares outstanding (in shares) | 2,875,000 | |||||||||||
Founder Shares | Sponsor | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares surrendered and forfeited to the Company | 1,437,500 | 1,437,500 | 1,437,500 | 1,437,500 | 1,437,500 | |||||||
Consideration amount | $ | $ 0 | $ 0 | ||||||||||
Shares held by Sponsor | 2,875,000 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | |||||||
Share Price | $ / shares | $ 0.009 | |||||||||||
Maximum shares subject to forfeiture | 375,000 | |||||||||||
Founder Shares | Sponsor | Class B ordinary shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued | 7,187,500 | 7,187,500 | ||||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||||||||||
Shares held by Sponsor | 2,697,561 | |||||||||||
Share Price | $ / shares | $ 0.003 |
SHAREHOLDERS' (DEFICIT) EQUITY
SHAREHOLDERS' (DEFICIT) EQUITY - Warrants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 13,500,000 | 0 |
Class A ordinary shares | ||
Class of Warrant or Right [Line Items] | ||
Threshold consecutive trading days for redemption of public warrants | 10 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of shares issuable per warrant | 1 | 1 |
Exercise price of warrants | $ 11.50 | $ 11.50 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Public Warrants expiration term | 5 years | |
Redemption period | 30 days | |
Trading period after business combination used to measure dilution of warrant | 10 | |
Public Warrants | Class A ordinary shares | ||
Class of Warrant or Right [Line Items] | ||
Percentage of gross proceeds on total equity proceeds | 60% | |
Threshold consecutive trading days for redemption of public warrants | 10 | |
Share price trigger used to measure dilution of warrant | $ 9.20 | |
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] | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 | |
Redemption period | 30 days |