Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40755 | |
Entity Registrant Name | Fat Projects Acquisition Corp | |
Entity Central Index Key | 0001865045 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 27 Bukit Manis Road | |
Entity Address, City or Town | Singapore | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 099892 | |
City Area Code | (65) | |
Local Phone Number | 8590-2056 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant | |
Trading Symbol | FATPU | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Share, $0.0001 par value per share | ||
Title of 12(b) Security | Class A Ordinary Share, $0.0001 par value per share | |
Trading Symbol | FATP | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | FATPW | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares [Member] | ||
Entity Common Stock, Shares Outstanding | 485,593 | |
Class B Ordinary Shares [Member] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 3,880 | $ 72,800 |
Prepaid expenses | 75,727 | 110,679 |
Investments held in Trust Account | 56,770,325 | 116,762,710 |
Total current assets | 56,849,932 | 116,946,189 |
Total assets | 56,849,932 | 116,946,189 |
Current liabilities: | ||
Accrued expenses | 2,389,787 | 1,637,748 |
Promissory note - related party, net | 59,465 | |
Working Capital Loan | 90,000 | 90,000 |
Due to related party | 42,835 | |
Promissory note - third party, net | 77,924 | |
Deferred underwriting commissions | 4,025,000 | 4,025,000 |
Total current liabilities | 6,685,011 | 5,752,748 |
Total liabilities | 6,685,011 | 5,752,748 |
Class A ordinary shares subject to possible redemption, 5,441,738 and 11,500,000 shares at $10.43 and $10.15 redemption value as of March 31, 2023 and December 31, 2022, respectively | 56,770,325 | 116,762,710 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (6,605,704) | (5,569,569) |
Total shareholders’ deficit | (6,605,404) | (5,569,269) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | 56,849,932 | 116,946,189 |
Common Class A [Member] | ||
Shareholders’ Deficit: | ||
Common stock | 12 | 12 |
Common Class B [Member] | ||
Shareholders’ Deficit: | ||
Common stock | $ 288 | $ 288 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock subject to redemption | ||
Temporary equity, shares issued | 5,441,738 | 11,500,000 |
Temporary equity, redemption price per share | $ 10.43 | $ 10.15 |
Common Class A [Member] | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 300,000,000 | 300,000,000 |
Common shares, shares issued | 115,000 | 115,000 |
Common shares, shares outstanding | 115,000 | 115,000 |
Common Class B [Member] | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 30,000,000 | 30,000,000 |
Common shares, shares issued | 2,875,000 | 2,875,000 |
Common shares, shares outstanding | 2,875,000 | 2,875,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 866,046 | $ 189,075 |
Loss from operations | (866,046) | (189,075) |
Other income (expense) | ||
Interest earned on investments held in Trust Account | 636,774 | 30,936 |
Interest expenses accrued on promissory notes issued to third party | (7,800) | |
Interest expenses recognized on amortization of debt issuance costs | (107,231) | |
Total other income, net | 521,743 | 30,936 |
Net loss | $ (344,303) | $ (158,139) |
Weighted average shares outstanding, Class A ordinary share subject to possible redemption | 6,316,821 | 11,500,000 |
Basic and diluted net loss per share, Class A ordinary share subject to possible redemption | $ (0.04) | $ (0.01) |
Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary share | 2,990,000 | 2,990,000 |
Basic and diluted net loss per share, Non-redeemable Class A and Class B ordinary share | $ (0.04) | $ (0.01) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($) | Class A Ordinary Shares [Member] | Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 12 | $ 288 | $ (3,070,698) | $ (3,070,398) | |
Beginning balance, shares at Dec. 31, 2021 | 115,000 | 2,875,000 | |||
Net loss | (158,139) | (158,139) | |||
Ending balance, value at Mar. 31, 2022 | $ 12 | $ 288 | (3,228,837) | (3,228,537) | |
Ending balance, shares at Mar. 31, 2022 | 115,000 | 2,875,000 | |||
Beginning balance, value at Dec. 31, 2022 | $ 12 | $ 288 | (5,569,569) | (5,569,269) | |
Beginning balance, shares at Dec. 31, 2022 | 115,000 | 2,875,000 | |||
Additional amount deposited into trust | (938,700) | (938,700) | |||
Remeasurement of Class A ordinary shares subject to possible redemption | (883,642) | 246,868 | (636,774) | ||
Net loss | (344,303) | (344,303) | |||
Debt issuance costs for the fair value of Class B ordinary shares transferred to investors | 883,642 | 883,642 | |||
Ending balance, value at Mar. 31, 2023 | $ 12 | $ 288 | $ (6,605,704) | $ (6,605,404) | |
Ending balance, shares at Mar. 31, 2023 | 115,000 | 2,875,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (344,303) | $ (158,139) |
Adjustments to reconcile net loss to net loss used in operating activities: | ||
Interest earned on investments held in Trust Account | (636,774) | (30,936) |
Interest expenses accrued on promissory notes issued to third party | 7,800 | |
Interest expenses recognized on amortization of debt issuance costs | 107,231 | |
Changes in current assets and liabilities: | ||
Due to/from related party, net | 42,835 | 13,871 |
Prepaid expenses | 34,952 | (2,242) |
Accrued expenses | 752,039 | (12,208) |
Net cash used in operating activities | (36,220) | (189,654) |
Cash flows from Investing Activities: | ||
Investments held in Trust Account | (938,700) | |
Cash withdrawn from Trust Account in connection with redemption | 61,567,859 | |
Net cash provided by investing activities | 60,629,159 | |
Cash flows from Financing Activities: | ||
Proceeds from issuance of promissory note to related party | 298,260 | |
Proceeds from issuance of promissory note to third party | 607,740 | |
Redemption of Class A ordinary shares | (61,567,859) | |
Net cash used in financing activities | (60,661,859) | |
Net change in cash | (68,920) | (189,654) |
Cash, beginning of the period | 72,800 | 754,893 |
Cash, end of the period | 3,880 | 565,239 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Remeasurement of Class A ordinary shares subject to possible redemption | 1,575,473 | |
Debt issuance costs - fair value of Class B ordinary shares transferred to investors | $ 883,642 |
Organization, Business Operatio
Organization, Business Operation and Going Concern | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023, the Company had not commenced any operations. All activity for the period from April 16, 2021 (inception) through March 31, 2023, 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 10.00 Units 2,865,000 Private Placement Warrants 11.50 1.00 The Company must complete one or more initial business combinations having an aggregate fair market value of at least 80 50 Investment Company Act Following the closing of the IPO, management has agreed that an amount equal to at least $ 10.00 Trust Account 100,000 100 Combination Period 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 The shareholders of the Company approved the First Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “ First Charter Amendment Termination Date business combination In connection with the approval of the First Charter Amendment on January 13, 2023, holders of 6,058,262 10.16 61.57 5,441,738 On January 17, 2023, February 15, 2023, March 21, 2023, the Company deposited three tranches of $ 312,900 938,700 On April 14, 2023, the shareholders of the Company approved the Second Amendment to the Amended and Restated Memorandum and Articles of Association of the Company (the “ Second Charter Amendment In connection with the approval of the Second Charter Amendment on April 14, 2023, holders of 4,956,145 10.46 51.82 485,593 On April 17, 2023 and May 15, 2023, the Company deposited two tranches of $ 24,280 into the Trust Account, to extend the period of time it has to consummate its initial business combination by two one-month periods from April 15, 2023 to June 15, 2023. I 109,280 1,000,000 If the Company is unable to complete the initial business combination by the Termination Date, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 100,000 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 (as defined in Note 3) 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 75,000 750,000 0.009 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 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 Business Combination Proposed Transaction New Avanseus The Business Combination Agreement, prior to the Second BCA Amendment described below in Note 6, 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 second 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 “ First BCA Amendment 5,200,000 The Company filed the initial Form S-4 with SEC with respect to the Business Combination on October 5, 2022. It filed Amendments No. 1, 2, 3 and 4 to the Form S-4 on November 25, 2022, January 6, 2023, March 20, 2023 and May 11, 2023. 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 millions 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. Liquidity, Capital Resources and Going Concern As of March 31, 2023, the Company had $ 3,880 2,580,404 The Company’s liquidity needs prior to the IPO, had been satisfied through a payment from the Sponsor of $ 25,000 300,000 90,000 In order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of March 31, 2023 and December 31, 2022, the Company had outstanding balance of $ 90,000 90,000 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 June 15, 2023 (or until as late as January 15, 2024 if the Company extends the Termination Date as authorized under the Second Charter Amendment to consummate a business combination, by up to seven additional 1-month periods by depositing or causing to be deposited $24,280 into the Trust Account for each 1-month extension). 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 June 15, 2023 (or by January 15, 2024 if the Company extends the Termination Date as authorized under the Second Charter Amendment). 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 | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2— Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 13, 2023. The interim results for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 3,880 72,800 no Investments Held in Trust Account On March 31, 2023 and December 31, 2022, the assets held in the Trust Account consist of United States Treasury securities. 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 three months ended March 31, 2023 and 2022, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. 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 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 1,150,000 1,092,380 4,025,000 554,107 5,062,500 11,284,247 599,740 Debt Issuance Costs The Company complies with the requirements of Staff Accounting Bulletins Topic 5: Miscellaneous Accounting, A. Expenses of Offering. This interpretive response suggests that Specific incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering. However, management salaries or other general and administrative expenses may not be allocated as costs of the offering and deferred costs of an aborted offering may not be deferred and charged against proceeds of a subsequent offering. A short postponement (up to 90 days) does not represent an aborted offering. As a result of this response, the Company has concluded that the transfer of the Subscriber Shares (as defined in Note 5) will be recorded as a debt issuance cost and amortized over the life of the promissory note entered into by the subscriber. 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 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 The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. No warrants were exercised during the three months ended March 31, 2023 and 2022. 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 In connection with the approval of the First Charter Amendment on January 13, 2023, holders of 6,058,262 10.16 61.57 5,441,738 The following table reflects the calculation of basic and diluted net loss per ordinary share: Reconciliation of Net Loss per Common Share For the Three Months Ended March 31, 2023 2022 Class A ordinary shares subject to possible redemption Non-redeemable Class A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Class A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (233,689 ) $ (110,614 ) $ (125,507 ) $ (32,632 ) Denominator: Weighted-average shares outstanding 6,316,821 2,990,000 11,500,000 2,990,000 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ (0.01 ) $ (0.01 ) Ordinary Shares Subject to Possible Redemption The 11,500,000 2,865,000 All of the 11,500,000 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 As of March 31, 2023 and December 31, 2022, the ordinary shares subject to possible redemption reflected on the balance sheet 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 18,796,957 Ordinary shares subject to possible redemption at December 31, 2022 116,762,710 Less: Redemptions (61,567,859 ) Plus: Additional amount deposited into Trust Account 938,700 Accretion of carrying value to redemption value 636,774 Ordinary shares subject to possible redemption at March 31, 2023 $ 56,770,325 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 until June 15, 2023 (or until as late as January 15, 2024 if the Company extends the Termination Date as authorized under the Second Charter Amendment to consummate a business combination, by up to seven additional 1-month periods by depositing or causing to be deposited $ 24,280 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 | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3— Initial Public Offering Public Units On October 15, 2021, the Company sold 11,500,000 10.00 Each Unit consists of one Class A ordinary share and one redeemable warrant 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 9,500,000 10.00 Following the closing of the IPO on October 15, 2021, $ 115,000,000 10.00 Public Warrants Each warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 9.20 60 20 115 18.00 180 The warrants will become exercisable on the later of 12 The Company has not registered the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial business combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following the initial business combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will has failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 1.00 2,865,000 30 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 | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5— Related Party Transactions Founder Shares On April 22, 2021, the Sponsor paid, $ 25,000 0.009 2,875,000 0.0001 375,000 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 In September 2021, the Company received expressions of interest from anchor investors to purchase Units in the IPO. Subject to each anchor investor purchasing 100 75,000 750,000 0.009 6.75 5,062,500 1.00 75 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 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 79,821 55,000 79,821 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 Due to Related Party As of March 31, 2023, the Company had due to related party balance of $ 42,835 30,000 3,731 9,104 Promissory Note—Related Party On May 6, 2021, the Sponsor agreed to loan the Company up to $ 300,000 On January 8, 2023, the Company’s board of directors authorized the Company to raise up to $ 1 “$1,000,000 Promissory Note Offering Zero-Interest Notes 1,062,500 Subscriber Shares For the three months ended March 31, 2023, the Company issued an aggregate of $ 298,260 1,000,000 Certain of the holders of the Founder Shares other than the anchor investors agreed to transfer Class B ordinary shares as an inducement to the subscribers to the Zero-Interest Notes to purchase the notes. In connection with the issuance of $298,260 Zero-Interest Notes, the Company recorded $288,851 as debt issuance costs, in the accompanying condensed balance sheets, for the fair value of 29,826 Subscriber Shares to be transferred to investors. For the three months ended March 31, 2023, the Company recognized $ 50,056 107,231 29,826 As of March 31, 2023 the promissory note – related party, net was as follows: Schedule of Related Party Transactions Promissory note - Related Party $ 298,260 Debt issuance costs (288,851 ) Amortization debt issuance costs 50,056 Promissory note- Related Party, net $ 59,465 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 both March 31, 2023, and December 31, 2022, the Company had $90,000 of outstanding 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 30,000 30,000 30,000 0 |
Promissory Note - Third Party
Promissory Note - Third Party | 3 Months Ended |
Mar. 31, 2023 | |
Promissory Note - Third Party | |
Promissory Note - Third Party | Note 6— Promissory Note - Third Party On January 26, 2023, the Company’s board of directors authorized the Company to raise up to $ 1,062,500 1,062,500 Promissory Note Offering Interest-Bearing Notes non-affiliates 1,000,000 For the three months ended March 31, 2023, the Company issued an aggregate principal amount of $ 607,740 1,062,500 607,740 In connection with the issuance of $607,740 Interest-Bearing Notes, the Company recorded $594,791 as deferred debt financing costs, in the accompanying condensed balance sheets, for the fair value of 60,774 Subscriber Shares to be transferred to investors. For the three months ended March 31, 2023, the Company recognized $ 57,175 interest expense included in interest expense of 107,231 on the condensed statement of operations, associated with amortization of the debt issuance costs for the fair value of 60,774 Subscriber Shares to be transferred to investors. For the three months ended March 31, 2023, the Company accrued $ 7,800 As of March 31, 2023 the promissory note – third party, net was as follows: Schedule of Promissory Note - Third Party Promissory note - Third Party, net $ 607,740 Debt issuance costs (594,791 ) Amortization debt issuance costs 57,175 Accrued interest 7,800 Promissory note- Third Party, net $ 77,924 |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 7— Commitments & Contingencies Registration Rights The holders of (i) the Founder Shares, (ii) the representative shares, (iii) the Placement Warrants (including component securities contained therein), (iv) warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans, (v) any Class A ordinary shares issuable upon the exercise of the Placement Warrants, (vi) any Class A ordinary shares that may be issued upon exercise of the warrants as part of the Working Capital Loans and (vii) Class A ordinary share issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement signed on October 12, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary 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 1,500,000 The underwriters were paid a cash underwriting discount of one percent (1%) of the gross proceeds of the IPO, or $ 1,150,000 3.5 4,025,000 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 0.009 9,500,000 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 5,062,500 750,000 1.00 75 Class B Shares Related to Debt Issuance On January 2023, the Company’s board of directors authorized the Company to raise up to $1,062,500 of interest bearing notes and up to $1 million of non-interest bearing notes, See Note 6 and Note 5, respectively. Certain of the holders of the Founder Shares other than the anchor investors have agreed among themselves to transfer up to 5% of their Founder Shares to subscribers to this note offering at a rate of one share for each $10 of principal amount of notes to incentivize subscriptions. The Company has concluded that the transfer of the subscriber shares will be recorded as a debt issuance cost and amortized on a straight-line basis over the life of the promissory note entered into by the subscriber. The fair value of each Subscriber Share was determined to be $9.61-$9.87 per share (depending on the terms of each Zero-Interest Note and Interest-Bearing Notes as defined in Note 5 and Note 6) or $883,642 in the aggregate for all 90,600 Subscriber Shares transferred to the note investors (see note 5 and note 6). Valuation of the Subscriber Shares was determined using the Monte Carlo Model and classified as Level 3 in the fair value hierarchy. The key inputs for Monte Carlo Model includes 1) Volatility of 5.2% -8.2%, 2) risk- free rate of 4.64% -5.11%, 3) stock price of $10.22 -$10.49 per share and 4) estimated term of 0.80 - 0.95 years. Representative Shares The Company issued to EF Hutton and/or its designees (the “Representatives”) 115,000 The ordinary shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 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 1,092,380 1 |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Shareholders’ Deficit | Note 8— Shareholders’ Deficit Preference shares—The Company is authorized to issue 1,000,000 0.0001 no Class A ordinary shares—The Company is authorized to issue 300,000,000 0.0001 115,000 5,441,738 11,500,000 Class B ordinary shares—The Company is authorized to issue 30,000,000 0.0001 2,875,000 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. 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 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the unaudited condensed financial statements were issued. Based on this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Second Charter Amendment In a second extraordinary general meeting held on April 14, 2023, shareholders approved the Second Charter Amendment, changing the structure and cost of the Company’s right to extend the Termination Date. The Second Charter Amendment allows the Company to extend the Termination Date by up to nine (9) one-month Extensions to January 15, 2024, provided that if any Extended Deadline ends on a day that is not a business day, such Extended Deadline would be automatically extended to the next succeeding business day. To obtain each 1-month extension, the Company, the sponsor or any of their affiliates or designees are required to deposit into Trust Account by the deadline applicable prior to the extension an amount equal to the lesser of $50,000 or (b) $0.05 per share for each of the public shares outstanding as of the deadline prior to the extension (after giving effect to redemptions in connection with the approval of the First Charter Amendment by the Company’s shareholders with respect to the first such extension.) Redemption of Shares In connection with the approval of the Second Charter Amendment, holders of 4,956,145 10.46 51.82 485,593 24,280 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 twice to date. On April 17, 2023, the Company deposited an aggregate of $ 24,280 24,280 5.1 Debt Capital Financing for Extension Funds and Working Capital In April 2023, the Company raised an additional $ 109,280 1,000,000 On May 4, 2023, Fat Projects International Investments and Holdings Limited (“FPI”), a shareholder of FATP’s Sponsor that received FATP Class B Ordinary Shares and Private Placement warrants shortly after the closing of FATP’s IPO which is controlled by FATP’s Co-Chief Executive Officers, David Andrada and Tristan Lo, sold 127,000 Class B Ordinary Shares to a private investor for $250,000 and loaned the proceeds to FATP in return for a non-interest-bearing, unsecured promissory note in that principal amount. This transaction was not part of either the $1,000,000 Promissory Note Offering or the $1,062,500 Promissory note Offering but rather was a separate transaction. Each of FATP’s six directors other than Mr. Andrada and Mr. Lo waived their right to receive 10,000 compensator Class B Ordinary Shares (for an aggregate of 60,000 shares) from FPI upon consummation of FATP’s initial business combination to be included in the shares sold to the private investor. On April 19, 2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that, since the Company’s press release filed on April 17, 2023 reported 485,593 publicly held shares, the Company no longer complies with Listing Rule 5450(b)(2)(B), due to the Company’s failure to meet the minimum 1,100,000 publicly held shares requirement for continued listing on the Nasdaq Global Market. The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. The notice states that the Company has until June 5, 2023 to submit a plan to regain compliance with Listing Rule 5450(b)(2)(B). The Company is exploring all options to regain compliance with Listing Rule 5450(b)(2)(B). The Company intends to submit a plan to regain compliance with Listing Rule 5450(b)(2)(B) within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with Listing Rule 5450(b)(2)(B). If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. On May 5, 2023, the Company received a written notice from Nasdaq indicating that since the number of Total Holders (which includes both beneficial holders and holders of record) of the Company’s common stock was less than 400 based on a shareholder analysis provided by the Company at Nasdaq’s request to Nasdaq on May 4, 3023, the Company was no longer in compliance with the Nasdaq Global Market continued listing criteria set forth in Listing Rule 5450(a)(2) that requires the Company to maintain 400 Total Holders of its common stock. The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. The notice states that the Company has until June 20, 2023 to submit a plan to regain compliance with Listing Rule 5450(a)(2). The Company is exploring all options to regain compliance with Listing Rule 5450(a)(2). The Company intends to submit a plan to regain compliance with Listing Rule 5450(a)(2) within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the notice to evidence compliance with Listing Rule 5450(a)(2). If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 13, 2023. The interim results for the three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 3,880 72,800 no |
Investments Held in Trust Account | Investments Held in Trust Account On March 31, 2023 and December 31, 2022, the assets held in the Trust Account consist of United States Treasury securities. 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 three months ended March 31, 2023 and 2022, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. |
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 |
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 1,150,000 1,092,380 4,025,000 554,107 5,062,500 11,284,247 599,740 |
Debt Issuance Costs | Debt Issuance Costs The Company complies with the requirements of Staff Accounting Bulletins Topic 5: Miscellaneous Accounting, A. Expenses of Offering. This interpretive response suggests that Specific incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering. However, management salaries or other general and administrative expenses may not be allocated as costs of the offering and deferred costs of an aborted offering may not be deferred and charged against proceeds of a subsequent offering. A short postponement (up to 90 days) does not represent an aborted offering. As a result of this response, the Company has concluded that the transfer of the Subscriber Shares (as defined in Note 5) will be recorded as a debt issuance cost and amortized over the life of the promissory note entered into by the subscriber. |
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 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 The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. No warrants were exercised during the three months ended March 31, 2023 and 2022. 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 In connection with the approval of the First Charter Amendment on January 13, 2023, holders of 6,058,262 10.16 61.57 5,441,738 The following table reflects the calculation of basic and diluted net loss per ordinary share: Reconciliation of Net Loss per Common Share For the Three Months Ended March 31, 2023 2022 Class A ordinary shares subject to possible redemption Non-redeemable Class A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Class A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (233,689 ) $ (110,614 ) $ (125,507 ) $ (32,632 ) Denominator: Weighted-average shares outstanding 6,316,821 2,990,000 11,500,000 2,990,000 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ (0.01 ) $ (0.01 ) |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The 11,500,000 2,865,000 All of the 11,500,000 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 As of March 31, 2023 and December 31, 2022, the ordinary shares subject to possible redemption reflected on the balance sheet 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 18,796,957 Ordinary shares subject to possible redemption at December 31, 2022 116,762,710 Less: Redemptions (61,567,859 ) Plus: Additional amount deposited into Trust Account 938,700 Accretion of carrying value to redemption value 636,774 Ordinary shares subject to possible redemption at March 31, 2023 $ 56,770,325 |
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 until June 15, 2023 (or until as late as January 15, 2024 if the Company extends the Termination Date as authorized under the Second Charter Amendment to consummate a business combination, by up to seven additional 1-month periods by depositing or causing to be deposited $ 24,280 |
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) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Reconciliation of Net Loss per Common Share | Reconciliation of Net Loss per Common Share For the Three Months Ended March 31, 2023 2022 Class A ordinary shares subject to possible redemption Non-redeemable Class A and Class B ordinary shares Class A ordinary shares subject to possible redemption Non-redeemable Class A and Class B ordinary shares Basic and diluted net loss per share Numerator: Allocation of net loss $ (233,689 ) $ (110,614 ) $ (125,507 ) $ (32,632 ) Denominator: Weighted-average shares outstanding 6,316,821 2,990,000 11,500,000 2,990,000 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ (0.01 ) $ (0.01 ) |
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 18,796,957 Ordinary shares subject to possible redemption at December 31, 2022 116,762,710 Less: Redemptions (61,567,859 ) Plus: Additional amount deposited into Trust Account 938,700 Accretion of carrying value to redemption value 636,774 Ordinary shares subject to possible redemption at March 31, 2023 $ 56,770,325 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Schedule of Related Party Transactions Promissory note - Related Party $ 298,260 Debt issuance costs (288,851 ) Amortization debt issuance costs 50,056 Promissory note- Related Party, net $ 59,465 |
Promissory Note - Third Party (
Promissory Note - Third Party (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Promissory Note - Third Party | |
Schedule of Promissory Note - Third Party | Schedule of Promissory Note - Third Party Promissory note - Third Party, net $ 607,740 Debt issuance costs (594,791 ) Amortization debt issuance costs 57,175 Accrued interest 7,800 Promissory note- Third Party, net $ 77,924 |
Organization, Business Operat_2
Organization, Business Operation and Going Concern (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Apr. 14, 2023 | Jan. 13, 2023 | Oct. 15, 2021 | Apr. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | May 15, 2023 | Dec. 31, 2022 | Oct. 03, 2022 | |
Class of Warrant or Right [Line Items] | |||||||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | ||||||||
Condition For Future Business Combination Threshold Percentage Ownership | 50% | ||||||||
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete A Business Combination | 100% | ||||||||
Share price | $ 10.16 | ||||||||
Aggregate price | $ 61,570,000 | ||||||||
Deposits | $ 312,900 | ||||||||
Investments held in Trust Account | 938,700 | ||||||||
Aggregate shares | 5,200,000 | ||||||||
Operating bank account | 3,880 | ||||||||
Working capital deficit | 2,580,404 | ||||||||
Working Capital Loan | $ 90,000 | $ 90,000 | |||||||
Anchor Investors | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Condition on sale of Sponsor founder shares if anchor investor purchases its units allocated (in percentage) | 100% | ||||||||
Sale of shares | 75,000 | ||||||||
Anchor Investors | Founder Shares | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Price per share | $ 0.009 | ||||||||
Share price | $ 6.75 | ||||||||
Sale of shares | 750,000 | ||||||||
Sponsor | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Aggregate purchase price | $ 25,000 | ||||||||
Working Capital Loan | 90,000 | ||||||||
Sponsor | Promissory Note with Related Party | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Unsecured promissory note from the Sponsor | $ 300,000 | ||||||||
Subsequent Event [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Share price | $ 10.46 | ||||||||
Aggregate price | $ 51,820,000 | ||||||||
Deposits | $ 24,280 | $ 24,280 | |||||||
Additional capital | $ 109,280 | ||||||||
Promissory Note Offering | $ 1,000,000 | ||||||||
IPO [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Units, net of underwriting discounts (in shares) | 1,500,000 | ||||||||
Price per share | $ 10 | $ 10 | $ 10 | ||||||
Maximum allowed dissolution expenses | $ 100,000 | ||||||||
IPO [Member] | Anchor Investors | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Units, net of underwriting discounts (in shares) | 9,500,000 | ||||||||
Over-Allotment Option [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Units, net of underwriting discounts (in shares) | 1,500,000 | ||||||||
Public Shares [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares exercised | 6,058,262 | ||||||||
Public shares outstanding | 5,441,738 | ||||||||
Public Shares [Member] | Subsequent Event [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares exercised | 4,956,145 | ||||||||
Public shares outstanding | 485,593 | ||||||||
Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Units, net of underwriting discounts (in shares) | 11,500,000 | ||||||||
Price per share | $ 10 | ||||||||
Sale of Private Placement Warrants (in shares) | 11,500,000 | ||||||||
Public Warrants | IPO [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Price per share | $ 10 | ||||||||
Private Placement Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Private Placement Warrants (in shares) | 2,865,000 | ||||||||
Price of warrant | $ 1 | ||||||||
Private Placement Warrants | Over-Allotment Option [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Private Placement Warrants (in shares) | 2,865,000 | ||||||||
Price of warrant | $ 11.50 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Allocation of net loss | $ 344,303 | $ 158,139 |
Class A Ordinary Shares Subject To Possible Redemption [Member] | ||
Numerator: | ||
Allocation of net loss | $ (233,689) | $ (125,507) |
Denominator: | ||
Weighted-average shares outstanding | 6,316,821 | 11,500,000 |
Basic and diluted net loss per share | $ (0.04) | $ (0.01) |
Non Redeemable Cass A And Class B Ordinary Shares [Member] | ||
Numerator: | ||
Allocation of net loss | $ (110,614) | $ (32,632) |
Denominator: | ||
Weighted-average shares outstanding | 2,990,000 | 2,990,000 |
Basic and diluted net loss per share | $ (0.04) | $ (0.01) |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | 18,796,957 | |
Ordinary shares subject to possible redemption | $ 116,762,710 | |
Redemption | (61,567,859) | |
Additional amount deposited into Trust Account | 938,700 | |
Accretion of carrying value to redemption value | 636,774 | |
Ordinary shares subject to possible redemption | $ 56,770,325 | $ 116,762,710 |
Significant Accounting Polici_6
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 13, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Oct. 15, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash | $ 3,880 | $ 72,800 | ||
Cash equivalents | 0 | 0 | ||
Cash FDIC insured amount | 250,000 | 250,000 | ||
Deferred underwriting fees | 4,025,000 | |||
Fair value in excess of consideration paid with respect to the Founder Shares sold to the anchor investor | 5,062,500 | |||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | ||
Share price | $ 10.16 | |||
Aggregate price | $ 61,570,000 | |||
Deposited amount | $ 24,280 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 2,865,000 | |||
Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 11,500,000 | |||
Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | 14,365,000 | |||
Common Class A [Member] | Hutton and/or its designees | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 9 | |||
Class B Ordinary Shares [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Forfeiture shares | 375,000 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Net proceeds from IPO | $ 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 | |||
Offering costs | 554,107 | |||
Offering costs charged to temporary equity | 11,284,247 | |||
Offering costs charged to equity | $ 599,740 | |||
Ordinary shares sold | 11,500,000 | |||
IPO [Member] | Public Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Cash | $ 115,000,000 | |||
IPO [Member] | Class A Common Stock Subject to Redemption | Hutton and/or its designees | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Ordinary shares sold | 115,000 | |||
Public Shares [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares exercised | 6,058,262 | |||
Public shares outstanding | 5,441,738 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 15, 2021 | Mar. 31, 2023 | 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 | ||
Cash | $ 3,880 | $ 72,800 | |
IPO [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of units issued | 1,500,000 | ||
Price per share | $ 10 | $ 10 | $ 10 |
Number of shares issuable per warrant | 950,000 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of units issued | 11,500,000 | ||
Price per share | $ 10 | ||
Proceeds from sale of Private Placement Warrants | $ 9,500,000 | ||
Exercise price of warrants | 11.50 | ||
Threshold Issue Price Of Capital Raising Purposes In Connection With Closing Of Business Combination | $ 9.20 | ||
Percentage of gross proceeds on total equity proceeds | 60% | ||
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 | ||
Redemption price per public warrant (in dollars per share) | $ 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 | 18,000% | ||
Public Warrants | IPO [Member] | |||
Class of Warrant or Right [Line Items] | |||
Price per share | $ 10 | ||
Cash | $ 115,000,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Private Placement [Member] | |
Class of Warrant or Right [Line Items] | |
Aggregate purchase price | $ | $ 2,865,000 |
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 30 days |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Number of warrants to purchase shares issued | shares | 2,865,000 |
Price of warrants | $ / shares | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) | Mar. 31, 2023 USD ($) |
Related Party Transactions [Abstract] | |
Promissory note - Related Party | $ 298,260 |
Debt issuance costs | (288,851) |
Amortization debt issuance costs | 50,056 |
Promissory note- Related Party, net | $ 59,465 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||||||
Apr. 22, 2021 | May 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jan. 13, 2023 | Jan. 08, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 18, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Fair value of share | $ 10.16 | ||||||||
Sponsor transferred shares | 2,070,000 | ||||||||
Compensation expense | $ 79,821 | ||||||||
Due from related party | $ 50,000 | ||||||||
Due to related party | $ 42,835 | ||||||||
Administrative services | 30,000 | $ 30,000 | |||||||
Travel reimbursement | 3,731 | ||||||||
Operating expenses | 9,104 | ||||||||
Working capital | $ 1,000,000 | ||||||||
Promissory note offering | 1,062,500 | ||||||||
Aggregate amount | 298,260 | ||||||||
Zero-Interest debt | $ 1,000,000 | ||||||||
Zero interest descrption | In connection with the issuance of $298,260 Zero-Interest Notes, the Company recorded $288,851 as debt issuance costs, in the accompanying condensed balance sheets, for the fair value of 29,826 Subscriber Shares to be transferred to investors. | ||||||||
Interest expense | $ 50,056 | $ 107,231 | |||||||
Debt issuance costs | 29,826 | ||||||||
Due to related party current | $ 30,000 | $ 0 | |||||||
Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |||||||
Fair value of share | $ 1.45 | ||||||||
Shares issued, fair value | $ 79,821 | ||||||||
Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Periodic Payment | $ 10,000 | ||||||||
Anchor Investors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Condition on sale of Sponsor founder shares if anchor investor purchases its units allocated (in percentage) | 100% | ||||||||
Sale of shares | 75,000 | ||||||||
Anchor Investor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of shares | 75,000 | ||||||||
Founder Shares | Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common shares forfeited | 2,875,000 | ||||||||
Maximum shares subject to forfeiture | 375,000 | ||||||||
Founder Shares | Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | 25,000 | ||||||||
Common shares, par value, (per share) | $ 0.009 | ||||||||
Founder Shares | Sponsor | Director [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | 55,000 | ||||||||
Founder Shares | Sponsor | Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||||||
Founder Shares | Anchor Investors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of shares | 750,000 | ||||||||
Price per share | $ 0.009 | ||||||||
Fair value of share | $ 6.75 | ||||||||
Shares issued, fair value | $ 5,062,500 | ||||||||
Price of warrants per unit | $ 1 | ||||||||
Probability of completing business combination | 75% | ||||||||
Promissory Note with Related Party | Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 |
Promissory Note - Third Party_2
Promissory Note - Third Party (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Promissory Note - Third Party | |
Promissory note - Third Party, net | $ 607,740 |
Debt issuance costs | (594,791) |
Amortization debt issuance costs | 57,175 |
Accrued interest | 7,800 |
Promissory note- Third Party, net | $ 77,924 |
Promissory Note - Third Party_3
Promissory Note - Third Party (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Promissory note offering | $ 1,062,500 |
Principal amount | 607,740 |
Deposits and working capital | $ 607,740 |
Subscriber Shares description | In connection with the issuance of $607,740 Interest-Bearing Notes, the Company recorded $594,791 as deferred debt financing costs, in the accompanying condensed balance sheets, for the fair value of 60,774 Subscriber Shares to be transferred to investors. |
Interest Expense | $ 57,175 |
Interest expense description | interest expense of 107,231 on the condensed statement of operations, associated with amortization of the debt issuance costs for the fair value of 60,774 Subscriber Shares to be transferred to investors. |
Accrued interest expense | $ 7,800 |
Founder Shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Promissory note offering | $ 1,000,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |||
Oct. 15, 2021 | Mar. 31, 2023 | Jan. 13, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Deferred fee (in Percentage) | 350% | |||
Deferred underwriting fee payable | $ 4,025,000 | |||
Fair value of share | $ 10.16 | |||
Interest rate description | The fair value of each Subscriber Share was determined to be $9.61-$9.87 per share (depending on the terms of each Zero-Interest Note and Interest-Bearing Notes as defined in Note 5 and Note 6) or $883,642 in the aggregate for all 90,600 Subscriber Shares transferred to the note investors (see note 5 and note 6). Valuation of the Subscriber Shares was determined using the Monte Carlo Model and classified as Level 3 in the fair value hierarchy. The key inputs for Monte Carlo Model includes 1) Volatility of 5.2% -8.2%, 2) risk- free rate of 4.64% -5.11%, 3) stock price of $10.22 -$10.49 per share and 4) estimated term of 0.80 - 0.95 years. | |||
Founder Shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Lock Up period for shares | 180 days | |||
Hutton and/or its designees | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of warrants per unit | $ 1 | |||
Hutton and/or its designees | Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Fair value of share | $ 9 | |||
Shares issued, fair value | $ 1,092,380 | |||
Anchor Investor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of shares | 75,000 | |||
Anchor Investors | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of shares | 75,000 | |||
Anchor Investors | Founder Shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of shares | 750,000 | |||
Price per share | $ 0.009 | |||
Fair value of share | $ 6.75 | |||
Shares issued, fair value | $ 5,062,500 | |||
Price of warrants per unit | $ 1 | |||
Probability Of Completing Business Combination | 75% | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 1,500,000 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 1,500,000 | |||
Price per share | $ 10 | $ 10 | $ 10 | |
IPO [Member] | Hutton and/or its designees | Class A Common Stock Subject to Redemption | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 1,150,000 | |||
Number of units issued | 115,000 | |||
IPO [Member] | Anchor Investors | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 9,500,000 |
Shareholders_ Deficit (Details
Shareholders’ Deficit (Details Narrative) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Aggregated shares issued upon converted basis (in percent) | 20% | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 115,000 | 115,000 |
Common shares, shares outstanding (in shares) | 115,000 | 115,000 |
Common stock subject to redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, issued (in shares) | 5,441,738 | 11,500,000 |
Class A common stock subject to possible redemption, outstanding (in shares) | 5,441,738 | 11,500,000 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 2,875,000 | 2,875,000 |
Common shares, shares outstanding (in shares) | 2,875,000 | 2,875,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||||||
May 04, 2023 | Apr. 14, 2023 | Jan. 13, 2023 | Apr. 30, 2023 | May 15, 2023 | May 05, 2023 | Apr. 17, 2023 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | ||||||||
Share price | $ 10.16 | |||||||
Aggregate price | $ 61,570,000 | |||||||
Deposits | $ 312,900 | |||||||
Deposited amount | $ 24,280 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price | $ 10.46 | |||||||
Aggregate price | $ 51,820,000 | |||||||
Deposits | $ 24,280 | $ 24,280 | ||||||
Deposited amount | $ 24,280 | $ 24,280 | ||||||
Trust account | $ 5,100,000 | |||||||
Additional capital | $ 109,280 | |||||||
Promissory Note Offering | $ 1,000,000 | |||||||
Investment description | sold 127,000 Class B Ordinary Shares to a private investor for $250,000 and loaned the proceeds to FATP in return for a non-interest-bearing, unsecured promissory note in that principal amount. This transaction was not part of either the $1,000,000 Promissory Note Offering or the $1,062,500 Promissory note Offering but rather was a separate transaction. Each of FATP’s six directors other than Mr. Andrada and Mr. Lo waived their right to receive 10,000 compensator Class B Ordinary Shares (for an aggregate of 60,000 shares) from FPI upon consummation of FATP’s initial business combination to be included in the shares sold to the private investor. | |||||||
Public Shares [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares exercised | 6,058,262 | |||||||
Public shares outstanding | 5,441,738 | |||||||
Public Shares [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares exercised | 4,956,145 | |||||||
Public shares outstanding | 485,593 |