Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-41155 | |
Entity Registrant Name | Kairous Acquisition Corp. Limited | |
Entity Central Index Key | 0001865468 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Unit 9-3, Oval Tower @ Damansara | |
Entity Address, Address Line Two | No. 685, Jalan Damansara | |
Entity Address, Address Line Three | Taman Tun Dr. Ismail | |
Entity Address, City or Town | Kuala Lumpur | |
Entity Address, Country | MY | |
Entity Address, Postal Zip Code | 60000 | |
City Area Code | 603 | |
Local Phone Number | 7733 9340 | |
Entity Current Reporting Status | No | |
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 | |
Entity Common Stock, Shares Outstanding | 10,146,143 | |
Units, each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right [Member] | ||
Title of 12(b) Security | Units, each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right | |
Trading Symbol | KACLU | |
Security Exchange Name | NASDAQ | |
Ordinary Shares [Member] | ||
Title of 12(b) Security | Ordinary shares, par value $0.0001 per share | |
Trading Symbol | KACL | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants [Member] | ||
Title of 12(b) Security | Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50 included as part of the units | |
Trading Symbol | KACLW | |
Security Exchange Name | NASDAQ | |
Rights [Member] | ||
Title of 12(b) Security | Rights, each to receive one-tenth of one ordinary share | |
Trading Symbol | KACLR | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheet
Condensed Balance Sheet | Mar. 31, 2022USD ($) |
Current Assets: | |
Cash | $ 534,983 |
Prepaid expenses | 126,008 |
Total Current Assets | 660,991 |
Investments held in Trust Account | 78,788,132 |
Prepaid expenses – non-current | 36,595 |
Total Assets | 79,485,718 |
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | |
Accounts payable and accrued expenses | 7,000 |
Accrued offering costs | 15,000 |
Note payable | 70,000 |
Total Current Liabilities | 92,000 |
Deferred underwriting commission | 2,730,000 |
Total Liabilities | 2,822,000 |
COMMITMENTS AND CONTINGENCIES (Note 6) | |
Ordinary shares subject to possible redemption; 7,800,000 shares (at $10.10 per share) | 78,788,132 |
Shareholders’ deficit: | |
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 2,195,250 shares issued and outstanding (excluding 7,800,000 shares subject to possible redemption) | 220 |
Additional paid-in capital | |
Accumulated deficit | (2,124,634) |
Total Shareholders’ Deficit | (2,124,414) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ 79,485,718 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Mar. 31, 2022$ / sharesshares |
Statement of Financial Position [Abstract] | |
Ordinary shares subject to possible redemption | 7,800,000 |
Temporary equity, redemption price per share | $ / shares | $ 10.10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 500,000,000 |
Common shares, shares issued | 2,195,250 |
Common shares, shares outstanding | 2,195,250 |
Subject to possible redemption shares | 7,800,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
REVENUE | ||
EXPENSES | ||
Administration fee - related party | 15,000 | 17,419 |
General and administrative | 55,138 | 73,889 |
TOTAL EXPENSES | 70,138 | 91,308 |
LOSS FROM OPERATIONS | (70,138) | (91,308) |
OTHER INCOME | ||
Interest income | 20 | 20 |
Investment income earned on investment held in Trust Account | 7,900 | 8,132 |
TOTAL OTHER INCOME | 7,920 | 8,152 |
Net loss attributable to ordinary shares | $ (62,218) | $ (83,156) |
Weighted average number of ordinary shares outstanding, basic and diluted | 9,995,250 | 5,160,246 |
Basic and diluted net loss per ordinary share | $ (0.01) | $ (0.02) |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholder's Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jun. 30, 2021 | $ 216 | $ 24,856 | $ (6,305) | $ 18,695 |
Beginning balance, shares at Jun. 30, 2021 | 2,156,250 | |||
Net loss | (5,724) | (5,724) | ||
Ending balance, value at Sep. 30, 2021 | $ 216 | 24,856 | (12,029) | 12,971 |
Ending balance, shares at Sep. 30, 2021 | 2,156,250 | |||
Beginning balance, value at Jun. 30, 2021 | $ 216 | 24,856 | (6,305) | 18,695 |
Beginning balance, shares at Jun. 30, 2021 | 2,156,250 | |||
Net loss | (83,156) | |||
Ending balance, value at Mar. 31, 2022 | $ 220 | (2,124,634) | (2,124,414) | |
Ending balance, shares at Mar. 31, 2022 | 2,195,250 | |||
Beginning balance, value at Sep. 30, 2021 | $ 216 | 24,856 | (12,029) | 12,971 |
Beginning balance, shares at Sep. 30, 2021 | 2,156,250 | |||
Net loss | (15,214) | (15,214) | ||
Accretion of ordinary shares to redemption value | (24,784) | (2,042,251) | (2,067,035) | |
Ending balance, value at Dec. 31, 2021 | $ 220 | (2,054,284) | (2,054,064) | |
Ending balance, shares at Dec. 31, 2021 | 2,195,250 | |||
Net loss | (62,218) | (62,218) | ||
Remeasurement adjustment of ordinary shares to redemption value | (8,132) | (8,132) | ||
Ending balance, value at Mar. 31, 2022 | $ 220 | $ (2,124,634) | $ (2,124,414) | |
Ending balance, shares at Mar. 31, 2022 | 2,195,250 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 9 Months Ended |
Mar. 31, 2022USD ($) | |
Cash Flows From Operating Activities: | |
Net loss | $ (83,156) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Investment income earned on investment held in Trust Account | (8,132) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (121,013) |
Prepaid expenses – non-current | (36,595) |
Accounts payable and accrued expenses | 35,701 |
Net Cash Used In Operating Activities | (213,195) |
Cash Flows From Investing Activities: | |
Cash deposited into Trust Account | (78,780,000) |
Net Cash Used In Investing Activities | (78,780,000) |
Cash Flows From Financing Activities: | |
Proceeds from sale of Units in Public Offering, net of underwriting fee | 76,440,100 |
Proceeds from sale of Private Placement Warrants | 3,571,430 |
Proceeds from note payable | 70,000 |
Payment of offering costs | (553,352) |
Net Cash Provided By Financing Activities | 79,528,178 |
Net change in cash | 534,983 |
Cash at beginning of period | |
Cash at end of period | 534,983 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriters’ commissions charged to temporary equity in connection with the Public Offering | 2,730,000 |
Remeasurement adjustment of ordinary shares to redemption value | $ 13,663,329 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Kairous Acquisition Corp. Limited (the “Company”) was incorporated in the Cayman Islands on March 24, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity for the period from March 24, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and negotiation and consummation of an initial Business Combination. The Company will not generate any operating revenues until after the completion an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected June 30 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on December 13, 2021. On December 16, 2021, the Company consummated the Initial Public Offering of 7,500,000 75,000,000 1,125,000 300,000 3,000,000 825,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 348,143 10.00 3,481,430 9,000 90,000 As of December 16, 2021, transaction costs amounted to $ 4,843,252 1,559,900 2,730,000 553,352 857,408 2,730,000 Following the closing of the Initial Public Offering on December 16, 2021, an amount of $ 78,780,000 10.10 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 50 10.00 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 “Distinguishing Liabilities from Equity.” All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to possible redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 If the Company has not completed a Business Combination within 21 100 100,000 The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.10 10.10 Liquidity and Management’s Plans As of March 31, 2022, the Company had insufficient liquidity to meet its future obligations. As of March 31, 2022, the Company had working capital of $ 568,991 and cash of approximately $ 534,983 . In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standard Update (“ ASU Disclosures of Uncertainties about an Entity’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, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of May 13, 2021 filed with the SEC on the Registration Statement on Form S-1 (File No. 333-259031) (the “Registration Statement”). In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of March 31, 2022 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending June 30, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 independent registered public accounting firm 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 US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 534,983 no Investments held in Trust Account At March 31, 2022, the Company had $ 78.8 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” 894,582 4,289,900 1,559,900 2,730,000 Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. 7,800,000 78,780,000 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. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit of approximately $ 9.3 At March 31, 2022, the ordinary shares reflected on the condensed balance sheet is reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 78,000,000 Less: Transaction costs allocated to ordinary shares (4,599,397 ) Proceeds allocated to Public Rights and Warrants (8,275,800 ) (12,875,197 ) Plus: Remeasurement adjustment of carrying value to redemption value 13,655,197 Current period measurement adjustment of ordinary shares to redemption value 8,132 Ordinary shares subject to possible redemption $ 78,788,132 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Loss per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At March 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 or Level 3 assets or liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 7,500,000 10.00 75,000,000 11.50 300,000 3,000,000 |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 9 Months Ended |
Mar. 31, 2022 | |
Private Placements | |
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 348,143 10.00 3,481,430 9,000 90,000 A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares On May 13 and October 21, 2021, the Sponsor received an aggregate of 2,156,250 25,000 281,250 20 281,250 The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) the date of the consummation of our initial business combination, and subsequently, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property or (C) after 150 calendar days after the date of the consummation of our initial business combination, and subsequently, the closing price of our ordinary shares equals or exceeds $ 12.00 20 trading days within any 30-trading day period General and Administrative Services Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 5,000 15,000 17,419 Promissory Note — Related Party On April 23, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 1,000,000 70,000 Advances from Related Party The Sponsor paid certain administrative expenses and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the three and nine months ended March 31, 2022the related party paid $ 213,746 no Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,000,000 10.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Placement Units, shares being issued to the underwriters of the Initial Public Offering, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 300,000 3,000,000 The underwriters were paid to a cash underwriting discount of $ 0.20 per Unit, or $ 1,500,000 in the aggregate (or $ 1,725,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $ 0.35 per Unit, or $ 2,625,000 in the aggregate (or $ 3,018,750 in the aggregate if the underwriters’ over-allotment option is exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Upon partial exercise of the over-allotment option, the Company paid the underwriters an additional fee of $ 59,900 (net of Representative’s purchase option fee of $ 100 ) and an additional deferred fee of $ 105,000 which will be payable upon completion of a Business Combination. |
SHAREHOLDER_S EQUITY
SHAREHOLDER’S EQUITY | 9 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SHAREHOLDER’S EQUITY | NOTE 7 — SHAREHOLDER’S EQUITY Ordinary Shares 500,000,000 0.0001 2,195,250 281,250 20 7,800,000 Holders of ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide or voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. Rights Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial business combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law Warrants 11.50 30 The private warrants, as well as any warrants underlying additional units the Company issued to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of working capital loans made to the Company, will be identical to the warrants underlying the units being offered. The Company may call the warrants for redemption, in whole and not in part, at a price of $ 0.01 ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then- prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder (i) to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or to cure, correct or supplement any defective provision, or (ii) to add or change any other provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the interests of the registered holders of the warrants, but requires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding public warrants in order to make any change that adversely affects the interests of the registered holders. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive ordinary shares. After the issuance of ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8 No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round up to the nearest whole number the number of ordinary shares to be issued to the warrant holder. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of May 13, 2021 filed with the SEC on the Registration Statement on Form S-1 (File No. 333-259031) (the “Registration Statement”). In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of March 31, 2022 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending June 30, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 independent registered public accounting firm 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 US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 534,983 no |
Investments held in Trust Account | Investments held in Trust Account At March 31, 2022, the Company had $ 78.8 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” 894,582 4,289,900 1,559,900 2,730,000 |
Ordinary shares subject to possible redemption | Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. 7,800,000 78,780,000 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. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit of approximately $ 9.3 At March 31, 2022, the ordinary shares reflected on the condensed balance sheet is reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 78,000,000 Less: Transaction costs allocated to ordinary shares (4,599,397 ) Proceeds allocated to Public Rights and Warrants (8,275,800 ) (12,875,197 ) Plus: Remeasurement adjustment of carrying value to redemption value 13,655,197 Current period measurement adjustment of ordinary shares to redemption value 8,132 Ordinary shares subject to possible redemption $ 78,788,132 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At March 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
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 820, “Fair Value Measurement,” Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 or Level 3 assets or liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, “ Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK | At March 31, 2022, the ordinary shares reflected on the condensed balance sheet is reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 78,000,000 Less: Transaction costs allocated to ordinary shares (4,599,397 ) Proceeds allocated to Public Rights and Warrants (8,275,800 ) (12,875,197 ) Plus: Remeasurement adjustment of carrying value to redemption value 13,655,197 Current period measurement adjustment of ordinary shares to redemption value 8,132 Ordinary shares subject to possible redemption $ 78,788,132 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) | 1 Months Ended | 9 Months Ended |
Dec. 16, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance initial public offering | $ 76,440,100 | |
Non interest expense | $ 4,843,252 | |
Payments for underwriting expense | 1,559,900 | $ 1,559,900 |
Other underwriting expense | 2,730,000 | |
Other offering costs | 553,352 | |
Cash available for working capital | 857,408 | |
Contingent consideration liability | $ 2,730,000 | |
Condition for future business combination use of proceeds percentage | 0.80 | |
Condition for future business combination threshold percentage ownership | 0.50 | |
Threshold percentage of public shares subject to redemption without the company's prior written consent | 15.00% | |
Obligation to redeem Public Shares if entity does not complete a business combination | 100.00% | |
Redemption period upon closure | 21 months | |
Maximum net interest to pay dissolution expenses | $ 100,000 | |
Working capital | 568,991 | |
Cash | $ 534,983 | |
Public Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ / shares | $ 10.10 | |
Underwriter [Member] | Options [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of options exercised | shares | 9,000 | |
Proceeds from exercise of options | $ 90,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, shares issued | shares | 7,500,000 | |
Proceeds from issuance initial public offering | $ 75,000,000 | |
Sale of stock, price per share | $ / shares | $ 10 | |
Purchase price, per unit | $ / shares | 10 | |
IPO [Member] | Management [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, price per share | $ / shares | $ 10 | |
Over-Allotment Option [Member] | Underwriter [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share based compensation | shares | 1,125,000 | |
Number of options exercised | shares | 300,000 | |
Proceeds from exercise of options | $ 3,000,000 | |
Number of units forfeited | shares | 825,000 | |
Private Placement [Member] | Kairous Asia Limited [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, shares issued | shares | 348,143 | |
Sale of stock, price per share | $ / shares | $ 10 | |
Proceeds from private placement | $ 3,481,430 | |
Initial Public Offering & Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance initial public offering | $ 78,780,000 | |
Purchase price, per unit | $ / shares | $ 10.10 |
SCHEDULE OF CONTINGENTLY REDEEM
SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK (Details) | Mar. 31, 2022USD ($) |
Ordinary shares subject to possible redemption | $ 78,788,132 |
Common Class A [Member] | |
Gross Proceeds | 78,000,000 |
Transaction costs allocated to ordinary shares | (4,599,397) |
Proceeds allocated to public warrants | (8,275,800) |
Total gross proceeds | (12,875,197) |
Remeasurement adjustment of carrying value to redemption value | 13,655,197 |
Current period measurement adjustment of ordinary shares to redemption value | 8,132 |
Ordinary shares subject to possible redemption | $ 78,788,132 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Dec. 16, 2021 | Mar. 31, 2022 | |
Cash | $ 534,983 | |
Cash equivalents | 0 | |
Assets held in trust | 78,800,000 | |
Underwriter fees | 4,289,900 | |
Underwriting fees | $ 1,559,900 | $ 1,559,900 |
Deferred underwriter fees | $ 2,730,000 | |
Ordinary shares subject to possible redemption, outstanding | 7,800,000 | |
Ordinary shares subject to possible redemption, value | $ 78,780,000 | |
Additional paid in capital | ||
Accumulated deficit | (2,124,634) | |
Unrecognized tax benefits | 0 | |
Income tax penalties and interest accrued | 0 | |
Cash FDIC insured amount | 250,000 | |
Common Class A [Member] | ||
Additional paid in capital | 9,300,000 | |
Accumulated deficit | 9,300,000 | |
Deferred Underwriting Commissions [Member] | ||
Deferred underwriter fees | 2,730,000 | |
Other Cost [Member] | ||
Transaction costs | $ 894,582 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Dec. 16, 2021 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance initial public offering | $ 76,440,100 | |
Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant exercise price | $ 11.50 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, shares issued | 7,500,000 | |
Sale of stock, price per share | $ 10 | |
Proceeds from issuance initial public offering | $ 75,000,000 | |
Over-Allotment Option [Member] | Underwriter [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of options exercised | 300,000 | |
Proceeds from exercise of options | $ 3,000,000 |
PRIVATE PLACEMENTS (Details Nar
PRIVATE PLACEMENTS (Details Narrative) | 1 Months Ended |
Dec. 16, 2021USD ($)$ / sharesshares | |
Options [Member] | Underwriter [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of options exercised | shares | 9,000 |
Proceeds from exercise of options | $ | $ 90,000 |
Private Placement [Member] | Kairous Asia Limited [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock, shares issued | shares | 348,143 |
Sale of stock, price per share | $ / shares | $ 10 |
Proceeds from private placement | $ | $ 3,481,430 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | Oct. 21, 2021 | May 13, 2021 | Mar. 31, 2022 | Mar. 31, 2022 | Apr. 23, 2021 |
Business Acquisition [Member] | |||||
Related Party Transaction [Line Items] | |||||
Business acquisition description of acquired entity | 20 trading days within any 30-trading day period | ||||
Affiliate Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Business acquisition, transaction costs | $ 1,000,000 | $ 1,000,000 | |||
Business acquisition share price | $ 10 | $ 10 | |||
Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 5,000 | ||||
Management fees | $ 15,000 | $ 17,419 | |||
Proceeds from related party debt | 213,746 | ||||
Due to related parties current | 0 | 0 | |||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Line of credit facility | $ 1,000,000 | ||||
Notes payable related party | $ 70,000 | $ 70,000 | |||
Over-Allotment Option [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Sale of stock price per share | $ 12 | $ 12 | |||
Founder Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 2,156,250 | 2,156,250 | |||
Deferred offering costs | $ 25,000 | $ 25,000 | |||
Share-based payment arrangement, forfeited | 281,250 | 281,250 | |||
Percentage of issued and outstanding shares | 20.00% | 20.00% | |||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share-based payment arrangement, forfeited | 281,250 | 281,250 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Dec. 16, 2021 | Mar. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Proceeds from issuance initial public offering | $ 76,440,100 | |
Payments for underwriting expense | $ 1,559,900 | $ 1,559,900 |
Underwriters Agreement [Member] | Deferred Fee [Member] | ||
Loss Contingencies [Line Items] | ||
Deferred fees per share | $ 0.35 | |
Proceeds from issuance initial public offering | $ 2,625,000 | |
Payments for underwriting expense | 59,900 | |
Deferred underwriting fee | $ 105,000 | |
IPO [Member] | ||
Loss Contingencies [Line Items] | ||
Proceeds from issuance initial public offering | $ 75,000,000 | |
IPO [Member] | Underwriters Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Number of options granted | 1,125,000 | |
Percentage of underwriting discount fee | $ 0.20 | |
Over-Allotment Option [Member] | Underwriter [Member] | ||
Loss Contingencies [Line Items] | ||
Number of options exercised | 300,000 | |
Proceeds from exercise of options | $ 3,000,000 | |
Over-Allotment Option [Member] | Underwriters Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Cash underwriting discount | $ 1,500,000 | |
Aggregate option exercised | 1,725,000 | |
Proceeds from issuance initial public offering | 3,018,750 | |
Deferred purchase fee | $ 100 |
SHAREHOLDER_S EQUITY (Details N
SHAREHOLDER’S EQUITY (Details Narrative) | 9 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Common stock, shares authorized | 500,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares, issued | 2,195,250 |
Common stock, shares, outstanding | 2,195,250 |
Shares issuable conversion of percentage on shares outstanding | 20.00% |
Subject to possible redemption shares | 7,800,000 |
Sale of stock, description of transaction | Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial business combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law |
Warrant redemption, description | if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders |
Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Shares issuable conversion of percentage on shares outstanding | 9.80% |
Class of warrant or right, redemption price | $ / shares | $ 11.50 |
Warrant exercise period condition one | 30 days |
Class of warrant or right, redemption price | $ / shares | $ 0.01 |
Founder Shares [Member] | |
Class of Warrant or Right [Line Items] | |
Share subject to forfeited | $ | $ 281,250 |