Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
Entity Registrant Name | Fat Projects Acquisition Corp |
Entity Central Index Key | 0001865045 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 27 Bukit Manis Road |
Entity Address, City or Town | Singapore |
Entity Address, Postal Zip Code | 099892 |
City Area Code | 65 |
Local Phone Number | 8590-2056 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 122 East 42nd Street |
Entity Address, Address Line Two | 18th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10168 |
Country Region | 1 |
City Area Code | 800 |
Local Phone Number | 221-0102 |
Contact Personnel Name | Cogency Global Inc. |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 72,800 | $ 754,893 |
Prepaid expenses | 110,679 | 164,955 |
Due from related party | 50,000 | |
Investments held in Trust Account | 116,762,710 | |
Total current assets | 116,946,189 | 969,848 |
Long term prepaid expense | 110,682 | |
Investments held in Trust Account | 115,010,543 | |
Total assets | 116,946,189 | 116,091,073 |
Current liabilities: | ||
Accrued expenses | 1,637,748 | 110,342 |
Working Capital Loan | 90,000 | |
Due to related party | 26,129 | |
Deferred underwriting commissions | 4,025,000 | |
Total current liabilities | 5,752,748 | 136,471 |
Deferred underwriting commissions | 4,025,000 | |
Total liabilities | 5,752,748 | 4,161,471 |
Class A ordinary shares subject to possible redemption, 11,500,000 shares at $10.15 and $10.00 redemption value as of December 31, 2022 and 2021, respectively | 116,762,710 | 115,000,000 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (5,569,569) | (3,070,698) |
Total shareholders’ deficit | (5,569,269) | (3,070,398) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | 116,946,189 | 116,091,073 |
Common Class A [Member] | ||
Shareholders’ Deficit: | ||
Common stock | 12 | 12 |
Common Class B [Member] | ||
Shareholders’ Deficit: | ||
Common stock | $ 288 | $ 288 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Common stock subject to redemption | ||
Temporary Equity, Shares Issued | 11,500,000 | 11,500,000 |
Temporary Equity, Redemption Price Per Share | $ 10.15 | $ 10 |
Temporary Equity, Shares Outstanding | 11,500,000 | 11,500,000 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Outstanding | 115,000 | 115,000 |
Common Stock, Shares, Issued | 115,000 | 115,000 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock, Shares, Outstanding | 2,875,000 | 2,875,000 |
Common Stock, Shares, Issued | 2,875,000 | 2,875,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 241,834 | $ 2,488,328 |
Loss from operations | (241,834) | (2,488,328) |
Other income: | ||
Interest earned on investments held in Trust Account | 10,543 | 1,752,167 |
Total other income | 10,543 | 1,752,167 |
Net loss | $ (231,291) | $ (736,161) |
Weighted average shares outstanding, Class A ordinary share subject to possible redemption | 3,450,000 | 11,500,000 |
Basic and diluted net loss per share, Class A ordinary share subject to possible redemption | $ (0.04) | $ (0.05) |
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary share | 2,589,308 | 2,990,000 |
Basic and diluted net loss per share, Non-redeemable Class A and Class B ordinary share | $ (0.04) | $ (0.05) |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A Ordinary Shares [Member] | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Apr. 15, 2021 | |||||
Beginning balance, shares at Apr. 15, 2021 | |||||
Class B ordinary share issued to initial shareholder | $ 288 | 24,712 | 25,000 | ||
Class B ordinary share issued to initial shareholder, shares | 2,875,000 | ||||
Sale of 2,865,000 Private Placement Warrants | 2,865,000 | 2,865,000 | |||
Issuance of 115,000 representative shares | $ 12 | 1,092,368 | 1,092,380 | ||
Issuance of 115,000 representative shares, shares | 115,000 | ||||
Proceeds allocated to Public Warrants | 5,750,000 | 5,750,000 | |||
Excess fair value of Anchor Investors | 5,062,500 | 5,062,500 | |||
Offering costs allocated to warrants | (599,740) | (599,740) | |||
Net loss | (231,291) | (231,291) | |||
Ordinary shares subject to redemption | (14,194,840) | (2,839,407) | (17,034,247) | ||
Ending balance, value at Dec. 31, 2021 | $ 12 | $ 288 | (3,070,698) | (3,070,398) | |
Ending balance, shares at Dec. 31, 2021 | 115,000 | 2,875,000 | |||
Net loss | (736,161) | (736,161) | |||
Remeasurement of Class A ordinary shares subject to possible redemption | (1,762,710) | (1,762,710) | |||
Ending balance, value at Dec. 31, 2022 | $ 12 | $ 288 | $ (5,569,569) | $ (5,569,269) | |
Ending balance, shares at Dec. 31, 2022 | 115,000 | 2,875,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (231,291) | $ (736,161) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Formation and operating costs paid by sponsor | 4,096 | |
Interest earned on investments held in Trust Account | (10,543) | (1,752,167) |
Changes in current assets and liabilities: | ||
Due to related party | 26,129 | (26,129) |
Prepaid expenses | (275,637) | 164,958 |
Accrued expenses | 110,342 | 1,527,406 |
Accrued offering costs and expenses | 13,616 | |
Net cash used in operating activities | (376,904) | (822,093) |
Cash flows from investing activities: | ||
Investments held in Trust Account | (115,000,000) | |
Net cash used in investing activities | (115,000,000) | |
Cash flows from Financing Activities: | ||
Proceeds from initial public offering, net of costs | 113,850,000 | |
Proceeds from private placement | 2,865,000 | |
Proceeds from sale of ordinary shares to initial shareholder | 25,000 | |
Due from related party | (133,824) | 50,000 |
Proceeds from issuance of promissory note to related party | 163,398 | 90,000 |
Repayment of promissory note to related party | (163,398) | |
Payment of deferred offering costs | (474,379) | |
Net cash provided by financing activities | 116,131,797 | 140,000 |
Net change in cash | 754,893 | (682,093) |
Cash, beginning of the period | 754,893 | |
Cash, end of the period | 754,893 | 72,800 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Deferred underwriting commissions | 4,025,000 | |
Deferred offering costs paid by related party | 21,384 | |
Fair value of capital contribution by Sponsor to Anchor Investors | 5,062,500 | |
Offering costs in equity | 599,740 | |
Fair value of representative shares | 1,092,380 | |
Issuance of representative shares | 12 | |
Remeasurement of Class A ordinary shares subject to possible redemption | $ 17,034,247 | $ 1,762,710 |
Organization, Business Operatio
Organization, Business Operation and Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operation and Going Concern | Note 1 — Organization, Business Operation and Going Concern Fat Projects Acquisition Corp (the “ Company Business Combination As of December 31, 2022, the Company had not commenced any operations. All activity for the period from April 16, 2021 (inception) through December 31, 2022, relates to the Company’s formation and the Initial Public Offering (“ IPO SEC Form S-4 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 11,500,000 units at $ 10.00 per unit (the “ Units 2,865,000 warrants (the “ Private Placement Warrants 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 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 100,000 of interest that may be used for its dissolution expenses, the proceeds from the IPO and the sale of the placement warrants 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 the Combination Period as defined below or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, and (c) the redemption of the public shares if the Company is unable to complete its initial business combination within the Combination Period subject to applicable law. On January 20, 2023, The shareholders of the Company approved the First Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “ Charter Amendment Termination Date business combination 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 was 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 are recorded at a redemption value and classified as temporary equity following the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“ FASB ASC 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’s amended and restated memorandum and articles of association provide that the Company has until April 15, 2023 to complete the initial business combination unless the Company extends the deadline by up to three remaining 1-month Extensions by depositing an aggregate of $ 312,900 (representing $0.0575 per public share) into the Company’s trust account for each such Extension, or if the Company’s shareholders further extend the time period, in each case in accordance with the Company’s amended and restated memorandum and articles of association (the “ Combination Period 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under the laws of Cayman Islands to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial business combination within Combination Period. 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 the Combination Period, or (B) with respect to any other provision relating to any 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 the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial business combination within the prescribed time frame. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or 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 believes that the Sponsor has no material assets. 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. Our independent registered public accounting firm, our principal legal counsel and the underwriters of the offering, have not executed agreements with us waiving such claims to the monies held in the trust account. 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 the Company’s 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 the requirement that each anchor investor purchase 100 % of the units allocated to it in the IPO, 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). Merger On August 26, 2022, the Company entered into a Business Combination Agreement with Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares (“Avanseus”) (as may be amended and/or restated from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Avanseus (other than the PIPE Investment as defined below, which will require further approval of each board of directors), subject to the approval of the Company’s shareholders. The Business Combination Agreement provides for a series of transactions, pursuant to which, among other things, Avanseus’ shareholders will exchange all of their outstanding Avanseus shares in consideration for newly issued Company Class A Ordinary Shares (the “Share Exchange”), subject to the conditions set forth in the Business Combination Agreement, with Avanseus thereby becoming a wholly owned subsidiary of the Company (the Share Exchange and the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination” or the “Proposed Transaction”). In connection with the Business Combination, the Company will change its corporate name to “Avanseus Holdings Corporation” (“New Avanseus”). The Business Combination Agreement, prior to the Second BCA Amendment described below in Note 8 – Subsequent Events, provided that the Company will use its commercially reasonable efforts to enter into and consummate subscription agreements in form and substance mutually acceptable to the Company and Avanseus with investors mutually reasonably acceptable to the Company and Avanseus pursuant to which such investors will agree to purchase up to an aggregate of $35 million of (i) the Company’s Series A Convertible Preference Shares, which shares will be convertible into the Company’s Class A Ordinary Shares, and/or (ii) the Company’s Class A Ordinary Shares, with such purchases to be consummated prior to or substantially currently with the closing of the Share Exchange (the “PIPE Investment”). The Business Combination is expected to close in the first quarter of 2023, following the receipt of the required approval by the Company’s shareholders and the fulfillment of other customary closing conditions. On October 3, 2022, the Company and Avanseus entered into a First Amendment to Business Combination Agreement (the “BCA Amendment”) to amend the previously announced Business Combination Agreement dated August 26, 2022. The BCA Amendment amended the Original Business Combination Agreement to (1) add a mutual condition to the obligations of the Company and Avanseus to close the transactions contemplated in the Business Combination Agreement that holders of the Company’s Class A Ordinary Shares redeem an aggregate of at least 5,200,000 of such shares so that Avanseus will be the acquiror for accounting purposes at both the minimum and maximum redemption levels required to be disclosed in the Registration Statement on Form S-4 to be filed with the Commission pursuant to the Business Combination Agreement, (2) replace the form of Incentive Equity Plan attached to the Original Business Combination Agreement with an amended Incentive Equity Plan to conform the eligible participants in the plan to the eligible participants listed in the Original Business Combination Agreement, (3) improve the description of the Nasdaq listing process in the Business Combination Agreement for the Company Class A Ordinary Shares to be issued to Avanseus’ shareholders and pursuant to the Incentive Equity Plan and (4) provide that subscription agreements for PIPE investors be mutually reasonably acceptable to Avanseus as well as the Company. On October 5, 2022, the Company filed the Form S-4 with SEC with respect to the Business Combination, and on November 25, 2022, the Company filed Amendment No. 1 to the Form S-4 with the SEC. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had $ 72,800 in its operating bank account and working capital deficit of $ 1,544,269 . The Company’s liquidity needs prior to the IPO, 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). Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the IPO and the Private Placement held outside of the Trust Account and a Working Capital Loan of $ 90,000 (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 December 31, 2022, the Company borrowed $ 90,000 from Sponsor under the 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, the Company may need to obtain additional financing either to complete the initial business combination or because it becomes obligated to redeem a significant number of its Public Shares upon consummation of the initial business combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of its initial business combination. If the Company is unable to complete the initial business combination because it does not have sufficient funds available to it, it will be forced to cease operations and liquidate the trust account. In addition, following the initial business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its 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 April 15, 2023 to consummate a business combination, unless the Company further extends the period of time to consummate a business combination by up to three remaining 1-month Extensions by depositing an aggregate of $ 312,900 (representing $0.0575 per public share) into the Company’s trust account, or unless the Company’s shareholders approve of a further extension, in each case in accordance with the Company’s amended and restated memorandum and articles of association. 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 unless there are further extensions as described above. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 15, 2023 (assuming no further extensions). 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. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 $ 72,800 and $ 754,893 and no cash equivalents as of December 31, 2022 and 2021, respectively. Investments Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account consist of United States Treasury securities. As of December 31, 2021, the Company classifies its United States Treasury securities with original maturities of more than three months but less than one year 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. 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. As of December 31, 2022, the Company classifies its United States Treasury securities with original maturities within three months as trading securities in accordance with ASC 320 Topic. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information and classifies as Level 1 measurements. During the year ended December 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. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021, are as follows: Summary of gross holding losses and fair value of held-to-maturity securities Carrying Value December 31, Gross Unrealized Gains Gross Unrealized Losses Fair Value 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 December 31, 2022 and 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 during the period from April 16, 2021 (inception) through December 31, 2021. 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 December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 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 federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. 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 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 December 31, 2022 and 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 year ended December 31, 2022 and for the period from April 16, 2021 (inception) through December 31, 2021. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. In connection with the underwriters exercise of their over-allotment option on October 15, 2021, 375,000 Class B ordinary shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. 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. The following table reflects the calculation of basic and diluted net loss per ordinary share: Reconciliation of Net Loss per Common Share For the Year Ended For the Year Ended December 31, December 31, Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (584,255 ) $ (151,906 ) $ (132,127 ) $ (99,164 ) Denominator: Weighted-average shares outstanding 11,500,000 2,990,000 3,450,000 2,589,308 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ (0.04 ) $ (0.04 ) 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 a 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 EF Hutton and/or its designees, 115,000 Class A ordinary shares upon the consummation of the IPO. EF 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 the Combination Period (See Note 6). As of December 31, 2022 and 2021, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet 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 at December 31, 2021 115,000,000 Plus: Accretion of carrying value to redemption value 1,762,710 Ordinary shares subject to possible redemption at December 31, 2022 $ 116,762,710 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 six months 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. which was automatically extended to 15 months with respect to the filing of Form S-4 on October 5, 2022, (or up to 21 months if the Company further extends the period of time to consummate a business combination, or if the Company’s shareholders approve an extension, in each case in accordance with the Company’s amended and restated memorandum and articles of association) 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 sheets, 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 an 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 of 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 | 12 Months Ended |
Dec. 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 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 60 th 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 shares 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 | 12 Months Ended |
Dec. 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 (except to certain permitted transferees) 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. In accordance with one of the permitted exceptions to the restrictions on transfer of the Private Warrants, promptly after the completion of the IPO, the Sponsor distributed all of the Private Warrants to its shareholders. Therefore, the Sponsor itself no longer holds any of the Private Warrants, and all of the Private Warrants are held by the Sponsor’s Shareholders (the “ Sponsor’s Shareholders 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 Warrants are identical to the Public Warrants except that, so long as the Private Warrants are held by the Sponsor or its permitted transferees, (i) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial business combination, and (ii) they will be entitled to registration rights. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
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 being subject to forfeiture. The Sponsor, directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares (or Class A ordinary shares issuable upon conversion thereof), subject to certain limited exceptions, until the earlier of (A) six months after the date of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the reported last sale price of the Company’s Class A ordinary shares equals or exceeds US $ 12.00 per share (as adjusted for share subdivisions, share dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their shares for cash, securities or other property. In accordance with one of the permitted exceptions to the restrictions on transfer of the founder shares, on October 18, 2021, the Sponsor transferred 2,070,000 Class B ordinary shares held by it to its Sponsor’s Shareholders, which include all of the Company’s directors and executive officers or companies controlled by them. Share Based Compensation In April and May 2021, the Company’s sponsor transferred interests 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 the closing of an initial business combination, a performance condition is not probable of occurring at December 31, 2022 and 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. At December 31, 2021 an excess of $ 50,000 was repaid to those related parties and was due back to the Company. 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. As of December 31, 2022 and 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. On December 22, 2022, the Company borrowed $ 90,000 from the Sponsor under the Working Capital Loan, which is convertible into warrants as described above. The loan is non-interest bearing and payable on the earliest to occur of (i) the date which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective (such date, the “Maturity Date”). The principal balance may be prepaid at any time, at the election of the Company. As of December 31, 2022 and 2021, the Company had $ 90,000 and $ 0 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 year ended December 31, 2022 and for the period from April 16, 2021 (Inception) to December 31,2021, the expense for office space, secretarial and administrative services was $ 120,000 and $ 26,129 , respectively. As of December 31, 2022 and 2021, the unpaid balance was $ 0 and $ 26,129 , respectively, and reported on the balance sheets as due to related party. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
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, Note 6 — Commitments & Contingencies only after conversion to the Company’s Class A ordinary shares). 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. 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 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 in the aggregate for all 750,000 Founder Shares transferred to the anchor investors (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. The Company issued to EF Hutton and/or its designees (the “Representatives”) 115,000 Class A ordinary shares upon the consummation of the IPO. EF Hutton has agreed not to transfer, assign or sell any such ordinary shares until the completion of the initial business combination. In addition, EF 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 the Combination 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 share 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 $ 1 for the warrants included in the Units. |
Shareholders_ Deficit
Shareholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
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 December 31, 2022 and 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 December 31, 2022 and 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 Class B ordinary share. On December 31, 2022 and 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 | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the financial statements were issued. Based on this review, other than disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Business Combination Agreement Amendment. On February 14, 2023, Avanseus and the Company entered into a Second Amendment to Business Combination Agreement (the “ Second BCA Amendment (1) Amend the definition of Acquiror Transaction Expenses to exclude expenses that are expressly deferred, waived or converted to equity by written agreement of the parties to which they are owed on terms satisfactory to Avanseus; (2) Delete provisions related to a PIPE offering by the Company and provisions related to a pool of one million the Company’s Class A Ordinary Shares to be issued for purposes mutually acceptable to the Company and Avanseus; (3) Delete a closing condition that required the combined companies to have at least $ 5,000,001 of net tangible assets at Closing; (4) Amend the minimum cash closing condition to reduce the amount of cash that the combined companies must have at Closing after the payment of their transaction expenses from $25 million to $4 million and to require that post-closing financing shall provide for additional proceeds to FATP in the amount of $6 million upon the effectiveness of a registration statement registering FATP shares that may be issued to the post-closing financing providers pursuant to the definitive financing agreements; (5) Add a new closing condition that the Company enter into one or more definitive financing agreements with terms mutually acceptable to the Company and Avanseus with one or more post-closing financing providers acceptable to both the Company and Avanseus, which may include the issuance of up to one million the Company’s Class A ordinary shares as origination fees to the post-closing financing providers; (6) Extend the Agreement End Date, which is the date that either the Company or Avanseus may terminate the Business Combination Agreement without cause (provided that the terminating party is not itself in material breach of the Business Combination Agreement), from February 22, 2023 to July 15, 2023; and (7) Delete the closing condition added by the First BCA Amendment that holders of at least 5,200,000 publicly held Class A ordinary shares redeem such shares at the closing of the transactions contemplated in the Business Combination since the redemption of 6,058,262 Class A ordinary shares in connection with the January 13, 2023 Charter Amendment rendered such condition unnecessary. Charter Amendment. In an extraordinary general meeting held on January 13, 2023, shareholders approved the First Amendment to the Amended and Restated Memorandum and Articles of Association (the “ Charter Amendment Termination Date business combination The Charter Amendment allows the Company to extend the Termination Date by up to six (6) one-month extensions to July 15, 2023 (each of which is refered to as an “ Extension Extended Deadline holders of 6,058,262 of the public shares exercised their right to redeem those shares for cash at an approximate price of $10.16 per share, for an aggregate of approximately $61.57 million, leaving 5,441,738 public shares outstanding after the January 13, 2023 shareholders meeting. Extension of Deadline to Complete the Company’s Initial Business Combination. The Company has exercised its right to extend the deadline to complete its initial business combination three times to date. On January 17, 2023, the Company deposited an aggregate of $ 312,900 (representing $0.0575 per public share) into the Company’s trust account, which came from cash on hand of the Company and from proceeds of loans from shareholders of the Company’s Sponsor and other designees of the Company who received non-interest bearing, unsecured promissory notes in consideration for the loans and which enables the Company to extend the period of time it has to consummate its initial business combination by one month from January 15, 2023 to February 15, 2023, and on each of February 15, 2023 and March 15, 2023, the Company deposited another $ 312,900 into the trust account to further extend the deadline to April 15, 2023. These Extensions are the first, second and third of up to six one-month Extensions permitted under the Company’s governing documents. As of March 13, 2023, the balance in the trust account was approximately $[56.3] million or approximately $[10.35] per outstanding public share. The Company has three remaining 1-month Extensions available to it under the Charter Amendment. Debt Capital Financing for Extension Funds and Working Capital On January 8, 2023, the Company’s board of directors authorized the Company to raise up to $ 1 million of funds by the issuance of non-interest-bearing notes to fund Extensions of the deadline to complete our initial business combination. As of February 28, 2023, there was an aggregate principal amount of $ 200,260 of such non-interest-bearing outstanding. On January 26, 2023, the Company’s board of directors authorized the Company to raise up to $ 1,062,500 of funds for working capital (which can also be used to fund Extensions of the deadline to complete our initial business combination) through a private offering of promissory notes bearing simple interest at a rate of 15% per annum to prospective investors who are not our sponsor, directors or officers or any of their affiliates. As of February 28, 2023, there was an aggregate principal amount of $ 355,740 of such interest-bearing notes outstanding. In January and February 2023, one of the Company’s officers paid $ 29,754 to third-party vendors on behalf of the Company. These debts are non-interest bearing and will mature as demanded. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of 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 $ 72,800 and $ 754,893 and no cash equivalents as of December 31, 2022 and 2021, respectively. |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account consist of United States Treasury securities. As of December 31, 2021, the Company classifies its United States Treasury securities with original maturities of more than three months but less than one year 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. 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. As of December 31, 2022, the Company classifies its United States Treasury securities with original maturities within three months as trading securities in accordance with ASC 320 Topic. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information and classifies as Level 1 measurements. During the year ended December 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. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021, are as follows: Summary of gross holding losses and fair value of held-to-maturity securities Carrying Value December 31, Gross Unrealized Gains Gross Unrealized Losses Fair Value 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 December 31, 2022 and 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 during the period from April 16, 2021 (inception) through December 31, 2021. |
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 December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 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 federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. |
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 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 December 31, 2022 and 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 year ended December 31, 2022 and for the period from April 16, 2021 (inception) through December 31, 2021. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. In connection with the underwriters exercise of their over-allotment option on October 15, 2021, 375,000 Class B ordinary shares were no longer subject to forfeiture. These shares were excluded from the calculation of weighted average shares outstanding until they were no longer subject to forfeiture. 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. The following table reflects the calculation of basic and diluted net loss per ordinary share: Reconciliation of Net Loss per Common Share For the Year Ended For the Year Ended December 31, December 31, Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (584,255 ) $ (151,906 ) $ (132,127 ) $ (99,164 ) Denominator: Weighted-average shares outstanding 11,500,000 2,990,000 3,450,000 2,589,308 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ (0.04 ) $ (0.04 ) |
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 a 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 EF Hutton and/or its designees, 115,000 Class A ordinary shares upon the consummation of the IPO. EF 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 the Combination Period (See Note 6). As of December 31, 2022 and 2021, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet 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 at December 31, 2021 115,000,000 Plus: Accretion of carrying value to redemption value 1,762,710 Ordinary shares subject to possible redemption at December 31, 2022 $ 116,762,710 |
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 six months 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. which was automatically extended to 15 months with respect to the filing of Form S-4 on October 5, 2022, (or up to 21 months if the Company further extends the period of time to consummate a business combination, or if the Company’s shareholders approve an extension, in each case in accordance with the Company’s amended and restated memorandum and articles of association) 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 sheets, 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 an 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 of 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) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of gross holding losses and fair value of held-to-maturity securities | Summary of gross holding losses and fair value of held-to-maturity securities Carrying Value December 31, Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury Securities $ 115,010,543 $ 2,237 $ - $ 115,012,390 |
Reconciliation of Net Loss per Common Share | Reconciliation of Net Loss per Common Share For the Year Ended For the Year Ended December 31, December 31, Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Cass A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (584,255 ) $ (151,906 ) $ (132,127 ) $ (99,164 ) Denominator: Weighted-average shares outstanding 11,500,000 2,990,000 3,450,000 2,589,308 Basic and diluted net loss per share $ (0.05 ) $ (0.05 ) $ (0.04 ) $ (0.04 ) |
Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet | Summary of reconciliation ordinary shares subject to possible redemption reflected on the balance sheet 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 at December 31, 2021 115,000,000 Plus: Accretion of carrying value to redemption value 1,762,710 Ordinary shares subject to possible redemption at December 31, 2022 $ 116,762,710 |
Organization, Business Operat_2
Organization, Business Operation and Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |||
Oct. 15, 2021 | Dec. 31, 2022 | Oct. 03, 2022 | May 06, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Threshold Minimum Aggregate Fair Market Value As Percentage Of Net Assets Held In Trust Account | 80% | |||
Condition for future business combination threshold Percentage Ownership | 50% | |||
Redeemed percentage | 100% | |||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |||
Depositing aggregate | 312,900 | |||
Aggregate shares | 5,200,000 | |||
Bank Acceptances Executed and Outstanding | 72,800 | |||
Working Capital Deficit | 1,544,269 | |||
Working Capital Loan | $ 90,000 | |||
Promissory Note with Related Party | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Maximum Borrowing Capacity of Related Party Promissory Note | $ 300,000 | |||
Anchor Investors | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Condition on Sale of Sponsor Founder Shares if Anchor Investor Purchases its Units Allocated, Percentage | 100% | |||
Shares, Issued | 75,000 | |||
Anchor Investors | Founder Shares | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares Issued, Price Per Share | $ 0.009 | |||
Shares, Issued | 750,000 | |||
Anchor Investor [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares, Issued | 75,000 | |||
Sponsor | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Aggregate Purchase Price | $ 25,000 | |||
Working Capital Loan | 90,000 | |||
Sponsor | Promissory Note with Related Party | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Maximum Borrowing Capacity of Related Party Promissory Note | $ 300,000 | |||
Private Placement Warrants | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,865,000 | |||
Class of Warrant or Right, Price of Warrants or Rights | $ 1 | $ 1 | ||
IPO [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Units Issued During Period Shares New Issue | 11,500,000 | |||
Shares Issued, Price Per Share | $ 10 | $ 10 | ||
Maximum Allowed Dissolution Expenses | $ 100,000 | |||
IPO [Member] | Anchor Investors | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Units Issued During Period Shares New Issue | 9,500,000 | |||
Over-Allotment Option [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Units Issued During Period Shares New Issue | 1,500,000 | 1,500,000 | ||
Over-Allotment Option [Member] | Private Placement Warrants | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,865,000 | |||
Class of Warrant or Right, Price of Warrants or Rights | $ 11.50 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - US Treasury Securities [Member] | Dec. 31, 2022 USD ($) |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Carrying Value | $ 115,010,543 |
Gross Unrealized Gains | 2,237 |
Gross Unrealized Losses | |
Fair Value | $ 115,012,390 |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Allocation of net loss | $ 231,291 | $ 736,161 | |
Class A Ordinary Shares Subject To Possible Redemption [Member] | |||
Numerator: | |||
Allocation of net loss | $ (584,255) | $ (132,127) | |
Denominator: | |||
Weighted-average shares outstanding | 11,500,000 | 3,450,000 | |
Basic and diluted net loss per share | $ (0.05) | $ (0.04) | |
Non Redeemable Cass A And Class B Ordinary Shares [Member] | |||
Numerator: | |||
Allocation of net loss | $ (151,906) | $ (99,164) | |
Denominator: | |||
Weighted-average shares outstanding | 2,990,000 | 2,589,308 | |
Basic and diluted net loss per share | $ (0.05) | $ (0.04) |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Gross proceeds from IPO | $ 115,000,000 | |
Proceeds allocated to Public Warrants | (5,750,000) | |
Ordinary share issuance costs | (11,284,247) | |
Remeasurement adjustment of carrying value to redemption value | 17,034,247 | |
Ordinary shares subject to possible redemption | $ 115,000,000 | |
Accretion of carrying value to redemption value | 1,762,710 | |
Ordinary shares subject to possible redemption | $ 116,762,710 | $ 115,000,000 |
Significant Accounting Polici_7
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Oct. 15, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Cash | $ 72,800 | $ 754,893 | |
Cash Equivalents, at Carrying Value | 0 | ||
Cash, FDIC Insured Amount | 250,000 | ||
Deferred Underwriting Compensation Noncurrent | 4,025,000 | ||
Fair Value in Excess of Consideration Paid with Respect to Founder Shares Sold | $ 5,062,500 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | ||
Public Warrants | |||
Property, Plant and Equipment [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,500,000 | ||
Private Placement Warrants | |||
Property, Plant and Equipment [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,865,000 | ||
Common Class A [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 14,365,000 | ||
Class B Ordinary Shares [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | 375,000 | ||
IPO [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Proceeds From Issuance Initial Public Offering, Net | $ 11,883,987 | ||
Underwriting Commissions And Fair Value Of Representative Shares | 1,150,000 | ||
Equity Impact Of Fair Value Of Representative Shares | 1,092,380 | ||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | 554,107 | ||
Offering Costs Charged To Temporary Equity | 11,284,247 | ||
Offering Costs Charged To Equity | $ 599,740 | ||
Temporary Equity, Shares Issued | 11,500,000 | ||
Threshold Months for Complete Initial Business Combination | 12 months | ||
IPO [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Threshold Months for Complete Initial Business Combination | 21 months | ||
IPO [Member] | Public Warrants | |||
Property, Plant and Equipment [Line Items] | |||
Cash | $ 115,000,000 | ||
IPO [Member] | Class A Common Stock Subject to Redemption | Hutton and/or its designees | |||
Property, Plant and Equipment [Line Items] | |||
Temporary Equity, Shares Issued | 115,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Oct. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |||
Conversion description | Each Unit consists of one Class A ordinary share and one redeemable warrant | ||
Proceeds from Issuance of Warrants | $ 5,750,000 | ||
Cash | $ 754,893 | $ 72,800 | |
IPO [Member] | |||
Class of Warrant or Right [Line Items] | |||
Units Issued During Period, Shares, New Issues | 11,500,000 | ||
Shares Issued, Price Per Share | $ 10 | $ 10 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 950,000 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Units Issued During Period, Shares, New Issues | 11,500,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Proceeds from Issuance of Warrants | $ 9,500,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 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% | ||
Threshold Trading Days For Calculating Market Value | 20 days | ||
Common Stock Equals Or Exceeds Per Shares | $ 18 | ||
Warrants And Rights Outstanding Exercisable Term After Closing Of Initial Public Offering | 12 months | ||
Class Of Warrant Or Right, Redemption Price Of Warrants Or Rights | $ 0.01 | ||
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% | ||
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% | ||
Public Warrants | IPO [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares Issued, Price Per Share | $ 10 | ||
Cash | $ 115,000,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Oct. 15, 2021 | |
Class of Warrant or Right [Line Items] | |||
Proceeds from Issuance of Warrants | $ 5,750,000 | ||
Private Placement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Proceeds from Issuance of Warrants | $ 2,865,000 | ||
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 30 days | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,865,000 | ||
Class of Warrant or Right, Price of Warrants or Rights | $ 1 | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 22, 2021 | May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 18, 2021 | May 06, 2021 | |
Related Party Transaction [Line Items] | ||||||
Sponsor Transferred Shares | 2,070,000 | |||||
Share-Based Payment Arrangement, Expense | $ 79,821 | |||||
Due from Related Parties, Current | $ 50,000 | |||||
Administrative Fees Expense | $ 120,000 | $ 26,129 | ||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Share Price | $ 1.45 | |||||
Shares Issued, Fair Value | $ 79,821 | |||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Periodic Payment | $ 10,000 | |||||
Founder Shares | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock Shares Forfeited | 2,875,000 | |||||
Maximum Common Stock Shares Subject To Forfeiture | 375,000 | |||||
Founder Shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 25,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.009 | |||||
Founder Shares | Sponsor | Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 55,000 | |||||
Founder Shares | Sponsor | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Stock Price Trigger | $ 12 | |||||
Promissory Note with Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum Borrowing Capacity of Related Party Promissory Note | $ 300,000 | |||||
Promissory Note with Related Party | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum Borrowing Capacity of Related Party Promissory Note | 300,000 | |||||
Related Party Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum Loans Convertible Into Warrants | $ 1,500,000 | |||||
Class of Warrant or Right, Price of Warrants or Rights | $ 1 | |||||
Office Space, Secretarial and Administrative Services | ||||||
Related Party Transaction [Line Items] | ||||||
Due from Related Parties, Current | $ 26,129 | $ 0 | ||||
Related Party Transaction Expense For Office Space, Secretarial And Administrative Services | 90,000 | |||||
Working Capital Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Working Capital Loans Outstanding | $ 0 | $ 90,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 15, 2021 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Deferred Fee Per Unit In Percentage | 3.50% | |
Deferred underwriting fee payable. | $ 4,025,000 | |
Founder Shares | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Lock Up Period For Shares | 180 days | |
Hutton and/or its designees | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Price Of Warrants Per Unit | $ 1 | |
Hutton and/or its designees | Common Class A [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Share Price | $ 9 | |
Shares Issued, Fair Value | $ 1,092,380 | |
Anchor Investors | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Shares, Issued | 75,000 | |
Anchor Investors | Founder Shares | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Shares, Issued | 750,000 | |
Shares Issued, Price Per Share | $ 0.009 | |
Share Price | $ 6.75 | |
Shares Issued, Fair Value | $ 5,062,500 | |
Price Of Warrants Per Unit | $ 1 | |
Probability Of Completing Business Combination | 75% | |
Over-Allotment Option [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Units Issued During Period, Shares, New Issues | 1,500,000 | 1,500,000 |
IPO [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Units Issued During Period, Shares, New Issues | 11,500,000 | |
Shares Issued, Price Per Share | $ 10 | $ 10 |
IPO [Member] | Hutton and/or its designees | Class A Common Stock Subject to Redemption | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Units Issued During Period, Shares, New Issues | 1,150,000 | |
Units Issued During Period Shares New Issue | 115,000 | |
IPO [Member] | Anchor Investors | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Units Issued During Period, Shares, New Issues | 9,500,000 |
Shareholders_ Deficit (Details
Shareholders’ Deficit (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Voting Rights | Holders are entitled to one vote for each Class B ordinary share. | |
Initial Business Combination Shares Issuable As Percent Of Outstanding Share | 20% | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Outstanding | 115,000 | 115,000 |
Common stock subject to redemption | ||
Class of Stock [Line Items] | ||
Temporary Equity, Shares Outstanding | 11,500,000 | 11,500,000 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Outstanding | 2,875,000 | 2,875,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||||||
Jan. 13, 2023 | Feb. 14, 2023 | Mar. 15, 2023 | Feb. 28, 2023 | Jan. 26, 2023 | Jan. 17, 2023 | Jan. 08, 2023 | |
Subsequent Event [Line Items] | |||||||
Net Tangible Assets | $ 5,000,001 | ||||||
Transaction Expenses | Closing after the payment of their transaction expenses from $25 million to $4 million | ||||||
Business Combination Discription | Delete the closing condition added by the First BCA Amendment that holders of at least 5,200,000 publicly held Class A ordinary shares redeem such shares at the closing of the transactions contemplated in the Business Combination since the redemption of 6,058,262 Class A ordinary shares in connection with the January 13, 2023 Charter Amendment rendered such condition unnecessary. | ||||||
Subsequent Event, Description | holders of 6,058,262 of the public shares exercised their right to redeem those shares for cash at an approximate price of $10.16 per share, for an aggregate of approximately $61.57 million, leaving 5,441,738 public shares outstanding after the January 13, 2023 shareholders meeting. | ||||||
Deposited Amount | $ 312,900 | $ 312,900 | |||||
Working Capital | $ 1,062,500 | $ 1,000,000 | |||||
Interest-Bearing Deposit Liabilities | $ 355,740 | $ 200,260 | |||||
Due from Employees | $ 29,754 |