Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity Registrant Name | FAT PROJECTS ACQUISITION CORP | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40755 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 27 Bukit Manis Road | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 099892 | |
City Area Code | 65 | |
Local Phone Number | 8590-2056 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding Class B | 2,875,000 | |
Entity Common Stock Shares Outstanding Class A | 11,615,000 | |
Entity Central Index Key | 0001865045 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant | |
Trading Symbol | FATPU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Share, $0.0001 par value per share | |
Trading Symbol | FATP | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | FATPW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 565,239 | $ 754,893 |
Prepaid expenses | 202,150 | 164,955 |
Due from related party | 90,000 | 50,000 |
Total current assets | 857,389 | 969,848 |
Long term prepaid expense | 75,729 | 110,682 |
Investments held in Trust Account | 115,041,479 | 115,010,543 |
Total assets | 115,974,597 | 116,091,073 |
Current liabilities: | ||
Accrued expenses | 98,134 | 110,342 |
Due to related party | 80,000 | 26,129 |
Total current liabilities | 178,134 | 136,471 |
Deferred underwriting commissions | 4,025,000 | 4,025,000 |
Total liabilities | 4,203,134 | 4,161,471 |
Commitments and Contingencies (Note 6) | ||
Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of $10.00 | 115,000,000 | 115,000,000 |
Shareholders' Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (3,228,837) | (3,070,698) |
Total shareholders' deficit | (3,228,537) | (3,070,398) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 115,974,597 | 116,091,073 |
Class A ordinary shares | ||
Shareholders' Deficit: | ||
Common stock | 12 | 12 |
Class B ordinary shares | ||
Shareholders' Deficit: | ||
Common stock | $ 288 | $ 288 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 300,000,000 | 300,000,000 |
Common shares, shares issued | 115,000 | 115,000 |
Common shares, shares outstanding | 115,000 | 115,000 |
Class B ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 30,000,000 | 30,000,000 |
Common shares, shares issued | 2,875,000 | 2,875,000 |
Common shares, shares outstanding | 2,875,000 | 2,875,000 |
Common stock subject to redemption | ||
Temporary equity, shares issued | 11,500,000 | 11,500,000 |
Temporary equity, shares outstanding | 11,500,000 | 11,500,000 |
Temporary equity, redemption value | $ 10 | $ 10 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Formation and operating cost | $ 189,075 |
Loss from operations | (189,075) |
Other income | |
Interest earned on investments held in Trust Account | 30,936 |
Total other income | 30,936 |
Net loss | $ (158,139) |
Class A Common Stock Subject to Redemption | |
Other income | |
Weighted average number of shares outstanding basic | shares | 11,500,000 |
Weighted average number of shares outstanding diluted | shares | 11,500,000 |
Basic net loss per common share | $ / shares | $ (0.01) |
Diluted net loss per common share | $ / shares | $ (0.01) |
Class A And B Common Stock Not Subject to Redemption [Member] | |
Other income | |
Weighted average number of shares outstanding basic | shares | 2,990,000 |
Weighted average number of shares outstanding diluted | shares | 2,990,000 |
Basic net loss per common share | $ / shares | $ (0.01) |
Diluted net loss per common share | $ / shares | $ (0.01) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - 3 months ended Mar. 31, 2022 - USD ($) | Class A ordinary sharesCommon Stock | Class B ordinary sharesCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 12 | $ 288 | $ 0 | $ (3,070,698) | $ (3,070,398) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 115,000 | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (158,139) | (158,139) | |||
Balance at the end at Mar. 31, 2022 | $ 12 | $ 288 | $ (3,228,837) | $ (3,228,537) | |
Balance at the end (in shares) at Mar. 31, 2022 | 115,000 | 2,875,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (158,139) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (30,936) |
Changes in current assets and liabilities: | |
Due from related party | (40,000) |
Due to related party | 53,871 |
Prepaid expenses | (2,242) |
Accrued expenses | (12,208) |
Net cash used in operating activities | (189,654) |
Net change in cash | (189,654) |
Cash, beginning of the period | 754,893 |
Cash, end of the period | $ 565,239 |
Organization, Business Operatio
Organization, Business Operation and Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Business Operation and Going Concern | |
Organization, Business Operation and Going Concern | Note 1—Organization, Business Operation and Going Concern Fat Projects Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on April 16, 2021. The Company was incorporated for the purpose of effecting a merger, capital share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target but has initiated preliminary discussions, directly or indirectly, with various business combination target companies. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from April 16, 2021 (inception) through March 31, 2022, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below and since the closing of the IPO, the search for a prospective initial Business Combination. 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’s sponsor is Fat Projects SPAC Pte Ltd, a Singapore corporation (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 12, 2021 (the “Effective Date”). On October 15, 2021, the Company’s consummated the IPO of 11,500,000 units at $10.00 per unit (the “Units”) (including the underwriters’ over-allotment option), which is discussed in Note 3 (the “IPO”), and the sale of 2,865,000 warrants (the “Private Placement Warrants”), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the IPO. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO, management has agreed that an amount equal to at least $10.00 per Unit sold in the IPO, including the proceeds of the Private Placement Warrants, is being held in a trust account (“Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $100,000 of interest that may be used for its dissolution expenses, the proceeds from the IPO and the sale of the placement warrant will not be released from the Trust Account until the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 12 months from the closing of the IPO (October 15, 2022) (or 15 months if the Company has filed a proxy statement, (January 15, 2023)registration statement or similar filing for an initial business combination within 12 months from the consummation of the IPO but have not completed the initial business combination within such 12-month The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or share exchange listing requirements. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two 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 outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially $10.00 per public share, however, there is no guarantee that investors will receive $10.00 per share upon redemption. 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. All 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 has only 12 months from the closing of the IPO (or 15 months if we have filed a proxy statement, registration statement or similar filing for an initial business combination within 12 months from the consummation of the IPO but has not completed the initial business combination within such 12-month period, or up to 21 months if we extend the period of time to consummate a business combination, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares held by them 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 certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete its initial Business Combination within 12 months from the closing of the IPO (or during any Extension Period), or (B) with respect to any other provision relating to any other provision relating to the rights of holders of the Company’s Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within 12 months (or during any Extension Period) from the closing of the IPO, 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. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the independent public accounting firm) 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 similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 $10.00 per public share due to reductions in the value of the Trust Account, 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 believe 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. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The anchor investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a shareholder vote to amend amended and restated memorandum and articles of association in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). Subject to each anchor investor purchasing 100% of the units allocated to it, in connection with the closing of the IPO the Sponsor sold 75,000 founder shares to each anchor investor (750,000 founder shares in the aggregate) at their original purchase price of approximately $0.009 (See Note 6). Liquidity, Capital Resources and Going Concern As of March 31, 2022, the Company had $565,239 in its operating bank account and working capital of $679,255. The Company’s liquidity needs up to March 31, 2022, had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 5), and borrowings from related parties (see Note 5). In order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. In addition, management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until October 15, 2022, to consummate a Business Combination (or July 15, 2023, if extended). It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 2022. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—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 (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. 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 period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 28, 2022. The interim results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $565,239 and $754,893 and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively. Investments Held in Trust Account On March 31, 2022 and December 31, 2021, the assets held in the Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. During the three months ended March 31, 2022 and the period from April 16, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2022, and December 31, 2021, are as follows: Carrying Fair Value Value as of Gross Gross as of March 31, Unrealized Unrealized March 31, 2022 Gains Losses 2022 U.S. Treasury Securities $ 115,041,479 $ — $ (981) $ 115,039,798 Carrying Fair Value Value as of Gross Gross as of December 31, Unrealized Unrealized December 31, 2021 Gains Losses 2021 U.S. Treasury Securities $ 115,010,543 $ 2,237 $ — $ 115,012,390 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of October 15, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, other costs incurred through the IPO that were directly related to the IPO, and fair value in excess of consideration paid with respect to the Founder Shares sold to the anchor investors. The Company incurred offering costs amounting to $11,883,987 as a result of the IPO consisting of $1,150,000 of underwriting commissions, $1,092,380 fair value of Representative Shares, $4,025,000 of deferred underwriting commissions, $554,107 of other offering costs and $5,062,500 of fair value in excess of consideration paid with respect to the Founder Shares sold to the anchor investors. Of the total offering costs, $11,284,247 was charged to temporary equity upon the completion of the IPO and $599,740 was charged to equity. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB 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. There were no unrecognized tax benefits as of March 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustments associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 14,365,000 Class A ordinary shares in the aggregate. As of March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities or 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 net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. No warrants were exercised during the three months ended March 31, 2022. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net loss per ordinary share because the redemption value approximates fair value. For the three months ended March 31, 2022 Redeemable Class A Ordinary Share Net loss allocable to Redeemable Class A Ordinary Share $ (125,507) Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary share 11,500,000 Basic and diluted net loss per ordinary share $ (0.01) Non-Redeemable Class A and Class B Ordinary Share Net loss allocable to Non-Redeemable Share $ (32,632) Denominator: Weighted Average Non-Redeemable share Basic and diluted weighted average shares outstanding 2,990,000 Basic and diluted net loss per ordinary share $ (0.01) Ordinary Shares Subject to Possible Redemption The 11,500,000 Public Warrants and 2,865,000 Private Placement Warrants were issued in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant is recorded as equity. The Company accounts for its outstanding warrants as equity-classified instruments based on such guidance. All of the 11,500,000 ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The Company issued to Hutton and/or its designees, 115,000 Class A ordinary shares upon the consummation of the IPO. Hutton has agreed (i) to waive its redemption rights with respect to such ordinary shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such ordinary shares if the Company fails to complete its initial Business Combination within 12 months (or during any Extension Period) (See Note 6). As of March 31, 2022 and December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000) Ordinary share issuance costs (11,284,247) Plus: Remeasurement adjustment of carrying value to redemption value 17,034,247 Ordinary shares subject to possible redemption $ 115,000,000 Share Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding interest in founder shares acquired by directors of the Company at prices below fair value. The interest in acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the interest in the founder shares will be forfeited. The interest in the founder shares owned by the director (1) may not be sold or transferred, until 180 days after the consummation of a Business Combination, and (2) may not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has 12 months (or up to 21 months if extended) from the date of the IPO to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate and the interest in the founder shares will become worthless (see Note 5). Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Financial Instruments The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time warrant issuance and as of each subsequent annual period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3— Initial Public Offering Public Units On October 15, 2021, the Company sold 11,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one redeemable warrant (the “Public Warrants”). Ten qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the directors or any member of the Company’s management (the “anchor investors”) have purchased 950,000 Units each, or 9,500,000 in the aggregate, in the IPO at the offering price of $10.00 per Unit. There can be no assurance that the anchor investors will retain their shares, if any, prior to or upon the consummation of the initial Business Combination. Following the closing of the IPO on October 15, 2021, $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account, invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with 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. Public Warrants Each warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary share during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of the IPO or the completion of the Company’s initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has not registered the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 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 covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th 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 has 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. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement 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 given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share subdivision, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending 3 business days before the Company sends the notice of redemption to the warrant holders. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement | |
Private Placement | Note 4—Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 2,865,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrants, for an aggregate purchase price of $2,865,000. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. The placement warrants (including the Class A ordinary shares issuable upon exercise of the placement warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain exceptions. The Private Placement Warrants and the warrants included in the units sold in the offering are redeemable by the Company and exercisable by the holders on the same terms. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On April 22, 2021, the Sponsor paid, $25,000, or approximately $0.009 per share, to cover certain offering costs and expenses in consideration for 2,875,000 Class B ordinary shares, par value $0.0001. Up to 375,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. The underwriters fully exercised their over-allotment option at the IPO resulting in no Founder Shares subject to forfeiture. The Sponsor, directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, 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 (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property. In September 2021, the Company received expressions of interest from anchor investors to purchase Units in the IPO. Subject to each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO the Sponsor sold 75,000 founder shares to each anchor investor (750,000 founder shares in the aggregate) at their original purchase price of approximately $0.009 per share. The Company accounted for the fair value in excess of consideration paid with respect to the number of Founder Shares sold to the anchor investors as an offering cost reflected as an increase to additional paid in capital offset by a reduction of the offering proceeds upon completion of the IPO. The fair value of each Founder Share was determined to be $6.75 per share or approximately $5,062,500 (see note 6). Valuation of the Founder Shares was determined using an internal valuation model driven primarily by the initial issuance price of our Class A ordinary shares, an assumed value of $1.00 for the warrants included in the Units, and a 75% probability of successfully completing an initial Business Combination. Share Based Compensation In April and May 2021, the Company’s sponsor transferred interest in a total of 55,000 Founder Shares to directors. The Company has determined the valuation of the Class B ordinary shares as of the Grant Dates. The valuation resulted in a fair value of approximately $1.45 per share as of the Grant Dates, or an aggregate of $79,821 for the 55,000 shares. As vesting of Founder Shares to directors is contingent upon an initial Business Combination, a performance condition is not probable of occurring at March 31, 2022 and December 31, 2021. Upon consummation of an initial Business Combination the Company will recognize $79,821 in compensation expense. Due from related party Since April 16, 2021 (inception), related parties have paid for certain offering costs and expenses on behalf of the Company. For the three months ended March 31, 2022, no payment was made. At December 31, 2021 an excess of $50,000 was repaid to those related parties and was due back to the Company. As of March 31, 2022, the unpaid balance is $90,000. On April 26, 2022, the Company was repaid all amounts due to the Company from the related parties. Promissory Note—Related Party On May 6, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and due at the earlier of October 31, 2021, or the closing of the IPO. On March 31, 2022, and December 31, 2021, no amount was outstanding on the promissory note. The promissory note has expired, and no borrowings are permitted on this note. Working Capital Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. 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 such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022, and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Office Space, Secretarial and Administrative Services Commencing on the date that the Company’s securities are first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. For the three months ended March 31, 2022, and for the period from April 16, 2021 (Inception) through December 31, 2021, the expense for office space, secretarial and administrative services was $30,000 and $26,129. On March 31, 2022, and December 31, 2021, the unpaid balance is $80,000 and $26,129, respectively, and reported on the balance sheet as due to related party. On April 26, 2022, the amounts outstanding as of December 31, 2021, and subsequent activity through April 26, 2022, associated with due to and due from related party were repaid in full. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6—Commitments & Contingencies Registration Rights The holders of the Founder Shares, the representative shares, Placement Warrants (including component securities contained therein) and warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans, any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary share) that may be issued upon exercise of the warrants as part of the Working Capital Loans and Class A ordinary share issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement signed on October 12, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary share). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,500,000 units to cover over-allotments, if any. At the IPO, the underwriters fully exercised their option to purchase the additional 1,500,000 units. The underwriters were paid a cash underwriting discount of one percent (1%) of the gross proceeds of the IPO, or $1,150,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $4,025,000, upon the completion of the Company’s initial Business Combination. Anchor Investors The Sponsor entered into an agreement with ten strategic investors (each referred to as an “anchor investor”) for the purchase of 75,000 Founder Shares each at the same price the Sponsor paid ($0.009 per share). The anchor investors purchased 9,500,000 Units in the IPO. The Company’s agreement with the anchor investors entails that if the anchor investors do not own a set minimum of public shares at the time of any shareholders vote with respect to an initial Business Combination or the business day immediately prior to the completion of the initial Business Combination, it will transfer to the Sponsor all or a portion of the Founder Shares it purchased prior to the IPO on a pro rata basis. In such a case, the Sponsor (or its designee), will repurchase all of the Private Placement Warrants held by the anchor investor at its original purchase price. The Company can make no assurance that the anchor investor will retain their shares, if any, upon the completion of the Company’s Business Combination. As a result of the Founder Shares and Private Placement Warrants that the anchor investor may hold, it may have different interests with respect to a vote on an initial Business Combination than other public shareholders (see Note 5). The Company accounted for the fair value in excess of consideration paid with respect to the number of Founder Shares sold to the anchor investors as an offering cost reflected as an increase to additional paid in capital offset by a reduction of the offering proceeds upon completion of the IPO. The fair value of each Founder Share was determined to be $6.75 per share or approximately $5,062,500 (see note 5). Valuation of the Founder Shares was determined using an internal valuation model and classified as a Level 3 valuation. The valuation was driven primarily by the initial issuance price of the Public Units, an assumed value of $1.00 for the warrants included in the Units, and a 75% probability of successfully completing an initial Business Combination. Representative Shares The Company issued to Hutton and/or its designees (“Representatives”) 115,000 Class A ordinary shares upon the consummation of the IPO. Hutton has agreed not to transfer, assign or sell any such ordinary shares until the completion of the initial Business Combination. In addition, Hutton has agreed (i) to waive its redemption rights with respect to such ordinary shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such ordinary shares if the Company fails to complete its initial Business Combination within 12 months (or during any Extension Period). The ordinary shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales of the registration statement of which the IPO forms a part pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which the IPO forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the IPO except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2). The Company accounted for the fair value of the Class A ordinary shares issued to the Representatives as an offering cost reflected as an increase to additional paid in capital offset by a reduction of the offering proceeds upon completion of the IPO. The fair value of each Class A ordinary shares was determined to be $9.00 per share or approximately $1,092,380. Valuation of the Class A ordinary shares was determined using an internal valuation model and classified as a Level 3 valuation. The valuation was driven primarily by the initial issuance price of the Public Units, and an assumed value of approximately $0.50 for the warrants included in the Units. |
Shareholder's Deficit
Shareholder's Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Shareholder's Deficit | |
Shareholders' Deficit | Note 7—Shareholders’ Deficit Preference shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2022, and December 31, 2021, there were no preference shares issued or outstanding. Class A ordinary shares—The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2022, and December 31, 2021, there were 115,000 Class A ordinary shares issued or outstanding, excluding 11,500,000 ordinary shares subject to possible redemption. Class B ordinary shares—The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. On March 31, 2022, and December 31, 2021, there were 2,875,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable share exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders. The Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued, 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, deemed issued or to be issued to any seller in the initial Business Combination and any Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the unaudited condensed financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as follows: On April 26, 2022, the amounts outstanding as of March 31, 2022, and December 31, 2021, and subsequent activity through April 26, 2022, associated with due to and due from related party were repaid in full. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. 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 period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 28, 2022. The interim results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s 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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $565,239 and $754,893 and no cash equivalents as of March 31, 2022 and December 31, 2021, respectively. |
Investments Held in Trust Account | Investments Held in Trust Account On March 31, 2022 and December 31, 2021, the assets held in the Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. During the three months ended March 31, 2022 and the period from April 16, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2022, and December 31, 2021, are as follows: Carrying Fair Value Value as of Gross Gross as of March 31, Unrealized Unrealized March 31, 2022 Gains Losses 2022 U.S. Treasury Securities $ 115,041,479 $ — $ (981) $ 115,039,798 Carrying Fair Value Value as of Gross Gross as of December 31, Unrealized Unrealized December 31, 2021 Gains Losses 2021 U.S. Treasury Securities $ 115,010,543 $ 2,237 $ — $ 115,012,390 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of October 15, 2021, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees, other costs incurred through the IPO that were directly related to the IPO, and fair value in excess of consideration paid with respect to the Founder Shares sold to the anchor investors. The Company incurred offering costs amounting to $11,883,987 as a result of the IPO consisting of $1,150,000 of underwriting commissions, $1,092,380 fair value of Representative Shares, $4,025,000 of deferred underwriting commissions, $554,107 of other offering costs and $5,062,500 of fair value in excess of consideration paid with respect to the Founder Shares sold to the anchor investors. Of the total offering costs, $11,284,247 was charged to temporary equity upon the completion of the IPO and $599,740 was charged to equity. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB 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. There were no unrecognized tax benefits as of March 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts were accrued for the payment of 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustments associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement because the warrants are contingently exercisable, and the contingencies have not yet been met. The warrants are exercisable to purchase 14,365,000 Class A ordinary shares in the aggregate. As of March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities or 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 net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. No warrants were exercised during the three months ended March 31, 2022. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. Accretion of the carrying value of Class A ordinary shares to redemption value is excluded from net loss per ordinary share because the redemption value approximates fair value. For the three months ended March 31, 2022 Redeemable Class A Ordinary Share Net loss allocable to Redeemable Class A Ordinary Share $ (125,507) Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary share 11,500,000 Basic and diluted net loss per ordinary share $ (0.01) Non-Redeemable Class A and Class B Ordinary Share Net loss allocable to Non-Redeemable Share $ (32,632) Denominator: Weighted Average Non-Redeemable share Basic and diluted weighted average shares outstanding 2,990,000 Basic and diluted net loss per ordinary share $ (0.01) |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The 11,500,000 Public Warrants and 2,865,000 Private Placement Warrants were issued in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant is recorded as equity. The Company accounts for its outstanding warrants as equity-classified instruments based on such guidance. All of the 11,500,000 ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The Company issued to Hutton and/or its designees, 115,000 Class A ordinary shares upon the consummation of the IPO. Hutton has agreed (i) to waive its redemption rights with respect to such ordinary shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such ordinary shares if the Company fails to complete its initial Business Combination within 12 months (or during any Extension Period) (See Note 6). As of March 31, 2022 and December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000) Ordinary share issuance costs (11,284,247) Plus: Remeasurement adjustment of carrying value to redemption value 17,034,247 Ordinary shares subject to possible redemption $ 115,000,000 |
Share Based Compensation | Share Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding interest in founder shares acquired by directors of the Company at prices below fair value. The interest in acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the interest in the founder shares will be forfeited. The interest in the founder shares owned by the director (1) may not be sold or transferred, until 180 days after the consummation of a Business Combination, and (2) may not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has 12 months (or up to 21 months if extended) from the date of the IPO to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate and the interest in the founder shares will become worthless (see Note 5). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’ own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Financial Instruments | Financial Instruments The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time warrant issuance and as of each subsequent annual period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Summary of gross holding losses and fair value of held-to-maturity securities | Carrying Fair Value Value as of Gross Gross as of March 31, Unrealized Unrealized March 31, 2022 Gains Losses 2022 U.S. Treasury Securities $ 115,041,479 $ — $ (981) $ 115,039,798 Carrying Fair Value Value as of Gross Gross as of December 31, Unrealized Unrealized December 31, 2021 Gains Losses 2021 U.S. Treasury Securities $ 115,010,543 $ 2,237 $ — $ 115,012,390 |
Reconciliation of Net Loss per Common Share | For the three months ended March 31, 2022 Redeemable Class A Ordinary Share Net loss allocable to Redeemable Class A Ordinary Share $ (125,507) Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary share 11,500,000 Basic and diluted net loss per ordinary share $ (0.01) Non-Redeemable Class A and Class B Ordinary Share Net loss allocable to Non-Redeemable Share $ (32,632) Denominator: Weighted Average Non-Redeemable share Basic and diluted weighted average shares outstanding 2,990,000 Basic and diluted net loss per ordinary share $ (0.01) |
Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet | As of March 31, 2022 and December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000) Ordinary share issuance costs (11,284,247) Plus: Remeasurement adjustment of carrying value to redemption value 17,034,247 Ordinary shares subject to possible redemption $ 115,000,000 |
Organization, Business Operat_2
Organization, Business Operation and Going Concern (Details) | Oct. 15, 2021USD ($)$ / sharesshares | Apr. 16, 2021 | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | May 06, 2021USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Cash held outside the Trust Account | $ | $ 565,239 | $ 754,893 | |||
Deferred underwriting fee payable. | $ | 4,025,000 | ||||
Working Capital | $ | $ 679,255 | ||||
Condition for future business combination number of businesses minimum | 1 | ||||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | ||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80.00% | ||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ | $ 5,000,001 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||
Price per share | $ / shares | $ 10 | ||||
Threshold business days for redemption of public shares | 10 days | ||||
Founder Shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of shares | shares | 750,000 | ||||
Promissory Note with Related Party | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Unsecured promissory note from the Sponsor | $ | $ 300,000 | ||||
Working Capital Loan | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Outstanding balance of related party note | $ | $ 0 | ||||
Maximum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Threshold months for complete initial Business Combination if Company filed a proxy statement, registration statement or similar filing for an initial business combination | 15 months | ||||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 2,865,000 | ||||
Price of warrant | $ / shares | $ 1 | ||||
Initial Public Offering. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 11,500,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | |||
Maximum allowed dissolution expenses | $ | $ 100,000 | ||||
Threshold months for complete initial Business Combination | 12 months | ||||
Threshold months for complete initial Business Combination | 12 months | ||||
Price per share | $ / shares | $ 10 | $ 10 | |||
Initial Public Offering. | Maximum | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Threshold months for complete initial Business Combination | 21 months | ||||
Threshold months for complete initial Business Combination | 21 months | ||||
Initial Public Offering. | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of Private Placement Warrants | $ | $ 1 | ||||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 1,500,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Price per share | $ / shares | $ 10 | ||||
Over-allotment option | Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Placement Warrants (in shares) | shares | 2,865,000 | ||||
Price of warrant | $ / shares | $ 11.50 | ||||
Number of shares in a unit | shares | 1 | ||||
Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Sponsor | Promissory Note with Related Party | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Unsecured promissory note from the Sponsor | $ | $ 300,000 | ||||
Anchor Investors | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Condition on sale of Sponsor founder shares if anchor investor purchases its units allocated (in percentage) | 100.00% | ||||
Sale of shares | shares | 750,000 | ||||
Anchor Investors | Founder Shares | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase price, per unit | $ / shares | $ 0.009 | ||||
Sale of shares | shares | 75,000 | ||||
Price per share | $ / shares | $ 0.009 | ||||
Anchor Investors | Initial Public Offering. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Units, net of underwriting discounts (in shares) | shares | 9,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Oct. 15, 2021 | |
Cash | $ 565,239 | $ 754,893 | |
Cash equivalents | 0 | 0 | |
Net proceeds from IPO | 11,883,987 | ||
Underwriting commissions and fair value of representative shares | 1,150,000 | ||
Deferred underwriting fees | 4,025,000 | 4,025,000 | |
Offering costs | 554,107 | ||
Fair value in excess of consideration paid with respect to the Founder Shares sold to the anchor investor | 5,062,500 | ||
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | |
Cash FDIC insured amount | 250,000 | ||
Offering costs charged to temporary equity | 11,284,247 | $ 11,284,247 | |
Initial Public Offering. | |||
Offering costs | $ 599,740 | ||
Ordinary shares sold | 11,500,000 | ||
Equity Impact Of Fair Value Of Representative Shares | $ 1,092,380 | ||
Offering costs charged to temporary equity | $ 11,284,247 | ||
Private Placement Warrants | |||
Number of warrants to purchase shares issued | 2,865,000 | ||
Public Warrants | |||
Number of warrants to purchase shares issued | 11,500,000 | ||
Public Warrants | Initial Public Offering. | |||
Cash | $ 115,000,000 | ||
Class A ordinary shares | |||
Number of warrants to purchase shares issued | 14,365,000 | ||
Class A Common Stock Subject to Redemption | Initial Public Offering. | Hutton and/or its designees | |||
Ordinary shares sold | 115,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Fair value (Details) - U.S. Treasury Securities - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Carrying Value | $ 115,041,479 | $ 115,010,543 |
Gross Unrealized Gains | 2,237 | |
Gross Unrealized Losses | (981) | |
Fair Value | $ 115,039,798 | $ 115,012,390 |
Significant Accounting Polici_6
Significant Accounting Policies (Ordinary shares) (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Class A Common Stock Subject to Redemption | |
Net loss | $ | $ (125,507) |
Weighted average number of shares outstanding basic | shares | 11,500,000 |
Weighted average number of shares outstanding diluted | shares | 11,500,000 |
Basic net loss per common share | $ / shares | $ (0.01) |
Diluted net loss per common share | $ / shares | $ (0.01) |
Class A And B Common Stock Not Subject to Redemption [Member] | |
Net loss | $ | $ (32,632) |
Weighted average number of shares outstanding basic | shares | 2,990,000 |
Weighted average number of shares outstanding diluted | shares | 2,990,000 |
Basic net loss per common share | $ / shares | $ (0.01) |
Diluted net loss per common share | $ / shares | $ (0.01) |
Significant Accounting Polici_7
Significant Accounting Policies - Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies | ||
Gross proceeds from IPO | $ 115,000,000 | $ 115,000,000 |
Proceeds allocated to Public Warrants | (5,750,000) | (5,750,000) |
Ordinary share issuance costs | (11,284,247) | (11,284,247) |
Remeasurement adjustment of carrying value to redemption value | 17,034,247 | 17,034,247 |
Ordinary shares subject to possible redemption | $ 115,000,000 | $ 115,000,000 |
Significant Accounting Polici_8
Significant Accounting Policies - Share Based Compensation (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Lock Up period for shares | 180 days |
Initial Public Offering. | |
Threshold months for complete initial Business Combination | 12 months |
Maximum | Initial Public Offering. | |
Threshold months for complete initial Business Combination | 21 months |
Founder Shares | |
Lock Up period for shares | 180 days |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Oct. 15, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Price per share | $ 10 | ||
Cash | $ 565,239 | $ 754,893 | |
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 11,500,000 | ||
Price per share | $ 10 | ||
Proceeds from sale of Private Placement Warrants | $ 9,500,000 | ||
Number of shares in a unit | 1 | 1 | |
Number of warrants in a unit | 1 | ||
Initial Public Offering. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 11,500,000 | ||
Price per share | $ 10 | $ 10 | |
Number of shares issuable per warrant | 950,000 | ||
Initial Public Offering. | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Cash | $ 115,000,000 |
Initial Public Offering - Publi
Initial Public Offering - Public Warrants (Details) - $ / shares | Oct. 15, 2021 | Mar. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Threshold Period for Filling Registration Statement After Business Combination | 15 days | |
Threshold Period For Registration Statement To Be Effective After Which Warrants Can Be Exercised On Cashless Basis | 60 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Common Stock Equals Or Exceeds Per Shares | $ 18 | |
Exercise price of warrants | 11.50 | |
Threshold Issue Price Of Capital Raising Purposes In Connection With Closing Of Business Combination | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Threshold Trading Days For Calculating Market Value | 20 days | |
Warrants And Rights Outstanding Exercisable Term After Closing Of Initial Public Offering | 12 months | |
Number of shares in a unit | 1 | 1 |
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] | ||
Class of Warrant or Right, Adjustment of Redemption Price of Warrants or Rights, Percent, Based On Market Value And Newly Issued Price 1 | 180.00% | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $9.20 | ||
Class of Warrant or Right [Line Items] | ||
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Price | 115.00% |
Private Placement (Details)
Private Placement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Oct. 15, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 30 days | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 2,865,000 | |
Price of warrants | $ 1 | |
Over-allotment option | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 2,865,000 | |
Price of warrants | $ 11.50 | |
Private Placement. | ||
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 2,865,000 | |
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 30 days |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Apr. 22, 2021D$ / sharesshares | May 31, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021$ / shares | Oct. 15, 2021$ / sharesshares |
Related Party Transaction [Line Items] | |||||
Price per share | $ 10 | ||||
Lock Up Period For Shares | 180 days | ||||
Compensation expense | $ | $ 79,821 | ||||
Class B ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | shares | 55,000 | ||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |||
Shares issued, fair value | $ | $ 79,821 | ||||
Fair value of share | $ 1.45 | ||||
Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Sponsor | Class B ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | shares | 0 | ||||
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 | ||||
Anchor Investors | |||||
Related Party Transaction [Line Items] | |||||
Condition on sale of Sponsor founder shares if anchor investor purchases its units allocated (in percentage) | 100.00% | ||||
Sale of shares | shares | 750,000 | ||||
Initial Public Offering. | |||||
Related Party Transaction [Line Items] | |||||
Price per share | $ 10 | $ 10 | |||
Threshold Months for Complete Initial Business Combination | 12 months | ||||
Initial Public Offering. | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Threshold Months for Complete Initial Business Combination | 21 months | ||||
Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Sale of shares | shares | 750,000 | ||||
Shares issued, fair value | $ | $ 5,062,500 | ||||
Price of warrants per unit | $ 1 | ||||
Probability of completing business combination | 75.00% | ||||
Fair value of share | $ 6.75 | ||||
Lock Up Period For Shares | 180 days | ||||
Founder Shares | Class B ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Common shares, par value, (per share) | $ 0.0001 | ||||
Common shares forfeited | shares | 2,875,000 | ||||
Maximum shares subject to forfeiture | shares | 375,000 | ||||
Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | shares | 25,000 | ||||
Common shares, par value, (per share) | $ 0.009 | ||||
Founder Shares | Sponsor | Class B ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Founder Shares | Anchor Investors | |||||
Related Party Transaction [Line Items] | |||||
Sale of shares | shares | 75,000 | ||||
Price per share | $ 0.009 | ||||
Shares issued, fair value | $ | $ 5,062,500 | ||||
Price of warrants per unit | $ 1 | ||||
Probability of completing business combination | 75.00% | ||||
Fair value of share | $ 6.75 | ||||
Founder Shares | Director | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | shares | 55,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | May 06, 2021 | Apr. 30, 2021 | |
Related Party Transaction [Line Items] | |||||
Due from related party | $ 90,000 | $ 50,000 | |||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||
Office Space, Secretarial and Administrative Services | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | 10,000 | ||||
Expense for office space, secretarial and administrative services | 30,000 | 26,129 | |||
Due from related party | 80,000 | 26,129 | |||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Line of credit | 0 | $ 0 | $ 0 | $ 0 | |
Loan conversion agreement warrant | $ 1,500,000 | ||||
Price of warrant | $ 1 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Oct. 15, 2021$ / sharesshares | Mar. 31, 2022USD ($)item$ / sharesshares |
Other Commitments [Line Items] | ||
Maximum number of demands for registration of securities | item | 3 | |
Underwriting cash discount (in Percentage) | 1.00% | |
Deferred fee (in Percentage) | 3.50% | |
Deferred underwriting fee payable. | $ | $ 4,025,000 | |
Underwriter cash discount | $ | $ 1,150,000 | |
Price per share | $ 10 | |
Lock Up period for shares | 180 days | |
Founder Shares | ||
Other Commitments [Line Items] | ||
Sale of shares | shares | 750,000 | |
Fair value of share | $ 6.75 | |
Shares issued, fair value | $ | $ 5,062,500 | |
Price of warrants per unit | $ 1 | |
Probability of completing business combination | 75.00% | |
Lock Up period for shares | 180 days | |
Anchor Investors | ||
Other Commitments [Line Items] | ||
Number of strategic investors | item | 10 | |
Sale of shares | shares | 750,000 | |
Anchor Investors | Founder Shares | ||
Other Commitments [Line Items] | ||
Sale of shares | shares | 75,000 | |
Price per share | $ 0.009 | |
Fair value of share | $ 6.75 | |
Shares issued, fair value | $ | $ 5,062,500 | |
Price of warrants per unit | $ 1 | |
Probability of completing business combination | 75.00% | |
Hutton and/or its designees | ||
Other Commitments [Line Items] | ||
Price of warrants per unit | $ 0.50 | |
Hutton and/or its designees | Class A ordinary shares | ||
Other Commitments [Line Items] | ||
Fair value of share | $ 9 | |
Shares issued, fair value | $ | $ 1,092,380 | |
Initial Public Offering. | ||
Other Commitments [Line Items] | ||
Number of units issued | shares | 11,500,000 | |
Price per share | $ 10 | $ 10 |
Initial Public Offering. | Anchor Investors | ||
Other Commitments [Line Items] | ||
Number of units issued | shares | 9,500,000 | |
Initial Public Offering. | Hutton and/or its designees | Class A Common Stock Subject to Redemption | ||
Other Commitments [Line Items] | ||
Number of units issued | shares | 115,000 | |
Over-allotment option | ||
Other Commitments [Line Items] | ||
Granted term | 45 days | |
Number of units issued | shares | 1,500,000 | |
Price per share | $ 10 |
Shareholder's Deficit - Preferr
Shareholder's Deficit - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Shareholder's Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholder's Deficit - Common
Shareholder's Deficit - Common Stock Shares (Details) | Mar. 31, 2022Vote$ / sharesshares | Dec. 31, 2021Vote$ / sharesshares |
Class of Stock [Line Items] | ||
Aggregated shares issued upon converted basis (in percent) | 20.00% | |
Class A ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 115,000 | 115,000 |
Common shares, shares outstanding (in shares) | 115,000 | 115,000 |
Class B ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | 1 |
Common shares, shares issued (in shares) | 2,875,000 | 2,875,000 |
Common shares, shares outstanding (in shares) | 2,875,000 | 2,875,000 |
Common stock subject to redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, issued (in shares) | 11,500,000 | 11,500,000 |
Class A common stock subject to possible redemption, outstanding (in shares) | 11,500,000 | 11,500,000 |