Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Keyarch Acquisition Corp | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001865701 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41243 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1600074 | |
Entity Address, Address Line One | 275 Madison Avenue | |
Entity Address, Address Line Two | 39th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10016 | |
City Area Code | (914) | |
Local Phone Number | 434-2030 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one Class A ordinary share, one-half of one redeemable warrant and one right | ||
Document Information Line Items | ||
Trading Symbol | KYCHU | |
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, one-half of one redeemable warrant and one right | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Trading Symbol | KYCH | |
Entity Common Stock, Shares Outstanding | 12,245,000 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | KYCHW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ | |
Rights to receive one-tenth of one Class A Ordinary Share included as part of the units | ||
Document Information Line Items | ||
Trading Symbol | KYCHR | |
Title of 12(b) Security | Rights to receive one-tenth of one Class A Ordinary Share included as part of the units | |
Security Exchange Name | NASDAQ | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 8,276 | $ 115,171 |
Prepaid expenses | 143,766 | 166,889 |
Total current assets | 152,042 | 282,060 |
Investments held in Trust Account | 119,111,959 | 117,851,869 |
Total Assets | 119,264,001 | 118,133,929 |
Current liabilities: | ||
Accounts payable and accrued expenses | 311,903 | 165,403 |
Due to affiliates | 10,000 | |
Total current liabilities | 321,903 | 165,403 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, 11,500,000 at redemption value of $10.36 and $10.25 per share as of March 31, 2023 and December 31, 2022, respectively | 119,111,959 | 117,851,869 |
Shareholders’ (Deficit)/Equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A ordinary shares, $0.0001 par value; 180,000,000 shares authorized; 745,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of March 31, 2023 and December 31, 2022 | 75 | 75 |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,875,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 287 | 287 |
Additional paid-in capital | 986,124 | 986,124 |
Accumulated deficit | (1,156,347) | (869,829) |
Total Shareholders’ (Deficit)/Equity | (169,861) | 116,657 |
Total Liabilities and Shareholders’ (Deficit)/Equity | $ 119,264,001 | $ 118,133,929 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 1,000,000 | 1,000,000 |
Preferred shares, issued | ||
Preferred shares, outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption, shares | 11,500,000 | 11,500,000 |
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 10.36 | $ 10.25 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 180,000,000 | 180,000,000 |
Ordinary shares, issued | 745,000 | 745,000 |
Ordinary shares, outstanding | 745,000 | 745,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 2,875,000 | 2,875,000 |
Ordinary shares, outstanding | 2,875,000 | 2,875,000 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
General and administrative expenses | $ 286,936 | $ 369,085 |
Total Expenses | 286,936 | 369,085 |
Loss from Operations | (286,936) | (369,085) |
Other Income: | ||
Bank interest income | 418 | |
Income earned on investment held in Trust Account | 1,260,090 | 8,928 |
Net Profit/(Loss) | $ 973,572 | $ (360,157) |
Redeemable ordinary shares | ||
Other Income: | ||
Weighted average shares outstanding (in Shares) | 11,500,000 | 7,890,110 |
Basic and diluted net loss per share (in Dollars per share) | $ 0.09 | $ 0.6 |
Non-redeemable ordinary shares | ||
Other Income: | ||
Weighted average shares outstanding (in Shares) | 3,620,000 | 3,452,363 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.02) | $ (1.48) |
Unaudited Condensed Statement_2
Unaudited Condensed Statement of Operations (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Redeemable ordinary shares | ||
Diluted net income (loss) per share | $ 0.09 | $ 0.60 |
Non-redeemable ordinary shares | ||
Diluted net income (loss) per share | $ (0.02) | $ (1.48) |
Unaudited Condensed Statement_3
Unaudited Condensed Statement of Changes in Shareholders’ Equity - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 20 | $ 287 | $ 26,493 | $ (11,632) | $ 15,168 |
Balance (in Shares) at Dec. 31, 2021 | 200,000 | 2,875,000 | |||
Proceeds from sale of public units | $ 1,150 | 114,998,850 | 115,000,000 | ||
Proceeds from sale of public units (in Shares) | 11,500,000 | ||||
Proceeds from sale of private placement units | $ 55 | 5,449,945 | 5,450,000 | ||
Proceeds from sale of private placement units (in Shares) | 545,000 | ||||
Underwriters’ commission on sale of public units | (2,300,000) | (2,300,000) | |||
Other offering costs | (1,171,734) | (1,171,734) | |||
Allocation of offering costs to ordinary shares subject to redemption | 3,105,119 | 3,105,119 | |||
Initial measurement of Ordinary Shares Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | $ (1,150) | (102,854,850) | (102,856,000) | ||
Initial measurement of Ordinary Shares Subject to Redemption under ASC 480-10-S99 against additional paid-in capital (in Shares) | (11,500,000) | ||||
Deduction for increases of carrying value of redeemable shares | (16,399,119) | (16,399,119) | |||
Net profit (loss) | (360,157) | (360,157) | |||
Balance at Mar. 31, 2022 | $ 75 | $ 287 | 854,704 | (371,789) | 483,277 |
Balance (in Shares) at Mar. 31, 2022 | 745,000 | 2,875,000 | |||
Balance at Dec. 31, 2022 | $ 75 | $ 287 | 986,124 | (869,829) | 116,657 |
Balance (in Shares) at Dec. 31, 2022 | 745,000 | 2,875,000 | |||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) | (1,260,090) | (1,260,090) | |||
Net profit (loss) | 973,572 | 973,572 | |||
Balance at Mar. 31, 2023 | $ 75 | $ 287 | $ 986,124 | $ (1,156,347) | $ (169,861) |
Balance (in Shares) at Mar. 31, 2023 | 745,000 | 2,875,000 |
Unaudited Condensed Statement_4
Unaudited Condensed Statement of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net profit/(loss) | $ 973,572 | $ (360,157) |
Income earned on investment held in Trust Account | (1,260,090) | (8,928) |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 146,500 | 509,099 |
Prepaid expenses | 23,123 | (440,922) |
Due to affiliates | 10,000 | |
Net cash used in operating activities | (106,895) | (300,908) |
Cash Flows from Investing Activities: | ||
Purchase of investment held in Trust Account | (116,150,000) | |
Net cash used in investing activities | (116,150,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of public units through public offering | 115,000,000 | |
Proceeds from sale of private placement units | 5,450,000 | |
Payment of underwriters’ commissions | (2,300,000) | |
Payment of offering costs | (926,738) | |
Repayment on promissory note to related party | (150,000) | |
Net cash provided by financing activities | 117,073,262 | |
Net change in cash | (106,895) | 622,354 |
Cash—beginning of the period | 115,171 | 9,168 |
Cash—end of the period | 8,276 | 631,522 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Reclassification of ordinary shares subject to redemption | 102,856,000 | |
Allocation of offering costs to ordinary shares subject to redemption | 3,105,119 | |
Remeasurement adjustment on redeemable ordinary shares | 16,399,119 | |
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) | $ 1,260,090 |
Organization and Business Opera
Organization and Business Operation | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Business Operation [Abstract] | |
Organization and Business Operation | Note 1 – Organization and Business Operation Keyarch Acquisition Corporation (the “Company”) was incorporated in Cayman Islands on April 23, 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”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on global disruptive technology and innovative services companies. However, the Company’s Amended and Restated Memorandum and Articles of Incorporation provides that it shall not undertake its initial Business Combination with any entity that is based in, located in or with its principal business operations in China (including Hong Kong and Macau). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from April 23, 2021 (inception) through March 31, 2023, relates to the Company’s formation and the initial public offering (“IPO”) described below, and following the IPO, the search for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Keyarch Global Sponsor Limited, a Cayman Islands limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on January 24, 2022 (the “Effective Date”). On January 27, 2022, the Company consummated the IPO of 10,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 500,000 private placement units (“Private Placement Units”) (450,000 Private Placement Units purchased by the Sponsor and 50,000 Private Placement Units purchased by EarlyBirdCapital, Inc., the representative of the underwriters of the IPO (“EarlyBirdCapital”)) at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $5,000,000, in a private placement. On February 8, 2022, the underwriters purchased an additional 1,500,000 Units by exercising its over-allotment option in full at a purchase price of $10.00 per Unit, generating gross proceeds of $15,000,000. Simultaneously with the closing of the full exercise of the over-allotment option, the Company completed the private sale of an aggregate of 45,000 Private Placement Units (40,500 Private Placement Units purchased by the Sponsor and 4,500 Private Placement Units purchased by EarlyBirdCapital) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $450,000. Offering costs amounted to $3,471,734 consisting of $2,300,000 of underwriting discount and $1,171,734 of other offering costs. During the year ended December 31, 2022, the Company received discount amounting to $131,420 on outstanding offering costs included within accounts payable and accrued expenses. This has been treated as an adjustment to offering costs. As of March 31, 2023, cash of $8,276 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. Trust Account Following the closing of the IPO and the sale of over-allotment units, an aggregate of $116,150,000 ($10.10 per Unit) from the net proceeds and the sale of the Private Placement Units was held in a Trust Account (“Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to income earned on the funds held in the Trust Account that may be released to the Company to pay income tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. Business Combination The Company must complete one or more initial Business Combinations within 18 months of IPO (the “Combination Period”) having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the definitive agreement for the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of its outstanding Class A ordinary shares, par value $0.0001 (“Class A ordinary shares”), sold in the IPO (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. 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, solely in its discretion, subject to applicable law. 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 per Public Share). The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the cash fee payable to EarlyBirdCapital for services performed in connection with the initial Business Combination (as discussed in Note 6). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law 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 Incorporation (the “Amended and Restated Memorandum and Articles of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote its Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the IPO in favor of a Business Combination. Subsequent to the consummation of the IPO, the Company adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Incorporation provides that 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% or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. Liquidation If the Company is unable to complete a Business Combination by July 27, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including income earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. EarlyBirdCapital has agreed to waive its rights to the cash fee payable to EarlyBirdCapital for services performed in connection with the initial Business Combination (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in 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 residual assets remaining available for distribution (including Trust Account assets) could be less than $10.10 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Management Liquidity Plans As of March 31, 2023 and December 31, 2022, the Company had cash of $8,276 and $115,171, respectively and working (deficit)/capital of $(169,861) and $116,657, respectively. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through proceeds from notes payable and advances from related party and from the issuance of ordinary shares. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds. On April 18, 2023, the Company issued a promissory note (the “Working Capital Loan Note”) in the principal amount of up to $250,000 to the Company’s sponsor (the “Payee”). The Working Capital Loan Note was issued in connection with advances the Payee has made, and may make in the future, to the Company for working capital expenses. The Working Capital Loan Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective (Refer Note 9). Accordingly, the accompanying unaudited condensed financial statements has been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during period leading up to the initial Business Combination. Although, the Company has executed a Letter of Intent with a potential target after the reporting period, but the Company cannot provide any assurance that its plans to raise capital or to consummate an initial Business Combination by July 27, 2023 will be successful. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of the initial Business Combination or one year from this filing. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Risks and Uncertainties Management evaluated the impact of the COVID-19 pandemic on the industry and 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. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In the beginning of February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, had instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy continue to remain indeterminable. On August 16, 2022, Inflation Reduction Act (“IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
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 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. The accompanying unaudited condensed financial statements as of March 31, 2023, have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any future period. Emerging Growth Company Status 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 the 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 unaudited condensed 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 unaudited condensed financial statements in conformity with US 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 unaudited condensed 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 unaudited condensed 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. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in income earned on investment 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. Operating cash flows include interest and dividend income receipts related to investments in other reporting entities or deposits with financial institutions (i.e., returns on investment). Interest income earned on Investments held in the Trust Account is fully reinvested into the Trust Account and therefore considered as an adjustment to reconcile net profit/(loss) to net cash used in operating activities in the Statements of Cash Flows. Such interest income reinvested will be used to redeem all or a portion of the Class A ordinary shares upon the completion of business combination. Offering Costs Offering costs were $3,471,734 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are related to the IPO and are charged to shareholders’ equity upon the completion of the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. The Company allocates offering costs between the Public Shares, Public Warrants (as defined below in Note 3) and Public Rights (as defined below in Note 3) based on the relative fair values of the Public Shares, Public Warrants and Public Rights. Accordingly, $3,105,119 was allocated to the Public Shares and charged to temporary equity, and $366,615 was allocated to Public Warrants and Public Rights and charged to shareholders’ equity. During the year ended December 31, 2022, the Company received discount amounting to $131,420 on outstanding offering cost included within accounts payable and accrued expenses. This has been treated as reversal of offering cost adjusted through additional paid-in capital considering the related offering cost charged against additional paid-in capital at the time of IPO. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Warrants The Company accounts 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 Financial Accounting Standards Board (“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, whether they 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, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the 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 the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2023, 11,500,000 ordinary shares subject to possible redemption are presented at redemption value of $10.10 per share (plus any income earned on investment held in Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. 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 allocates gross proceeds between the Public Shares, Public Warrants and Public Rights based on the relative fair values of the Public Shares, Public Warrants and Public Rights. At March 31, 2023, the ordinary shares reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (9,257,500 ) Proceeds allocated to Public Warrants (2,886,500 ) Allocation of offering costs related to redeemable shares (net of allocation of offering cost amounting to $117,542 related to redeemable shares reversed*) (2,987,577 ) Plus: Accretion of carrying value to redemption value (net of decrease of $117,542 in carrying value of redeemable shares due to reversal of offering costs*) 16,281,577 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) 2,961,959 Ordinary shares subject to possible redemption $ 119,111,959 * During the year ended December 31, 2022, the Company received discount amounting to $131,420 on outstanding offering cost included within accounts payable and accrued expenses. This has been treated as reversal of offering cost adjusted through additional paid-in capital considering the related offering cost charged against additional paid-in capital at the time of IPO. This reversal of offering cost has been proportionately allocated to redeemable shares based on the fair value of Public Shares leading to a corresponding decrease in carrying value by $117,542 to arrive at the redemption value of Ordinary Shares subject to possible redemption. 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. Net Profit/(Loss) Per Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net profit/(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed profit (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed profit (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed profit (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of March 31, 2023, 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. The net profit/(loss) per share presented in the condensed statement of operations is based on the following: Three months Three months March 31, March 31, Net Profit $ 973,572 $ 360,157 Income earned on investment held in Trust Account (1,260,090 ) — Accretion of carrying value to redemption value — (16,399,119 ) Net loss including accretion of equity into redemption value $ (286,518 ) $ (16,759,276 ) Three months Three months Redeemable Non- Redeemable Non- Shares Shares Shares Shares Basic and diluted net profit/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (217,920 ) $ (68,598 ) $ (11,658,175 ) $ (5,101,101 ) Income earned on investment held in Trust Account 1,260,090 — — — Accretion of carrying value to redemption value — — 16,399,119 — Allocation of net profit/(loss) 1,042,170 (68,598 ) 4,740,944 (5,101,101 ) Denominators: Weighted-average shares outstanding 11,500,000 3,620,000 7,890,110 3,452,363 Basic and diluted net profit/(loss) per share $ 0.09 $ (0.02 ) $ 0.60 $ (1.48 ) Income Taxes The Company accounts for income taxes under 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed 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 unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. 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 unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 – Initial Public Offering On January 27, 2022, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, one-half of one redeemable warrant (“Public Warrant”) and one right (“Public Right”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Ten Public Rights will entitle the holder to one Class A ordinary share at the closing of the Business Combination. On February 8, 2022, the underwriters purchased an additional 1,500,000 Units to exercise its over-allotment option in full at a purchase price of $10.00 per Unit, generating gross proceeds of $15,000,000. The warrants will become exercisable 30 days after the completion of the initial Business Combination and will expire five |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement Abstract | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital purchased an aggregate of 500,000 Private Placement Units at a price of $10.00 per Private Placement Unit (450,000 Private Placement Units purchased by the Sponsor and 50,000 Private Placement Units purchased by EarlyBirdCapital), for an aggregate purchase price of $5,000,000, in a private placement. Each whole Private Placement Unit consisted of one Class A ordinary share, one-half of one warrant (the “Private Warrant”) and one right (the “Private Rights”). On February 8, 2022, the underwriters fully exercised the over-allotment option, and the Company completed the private sale of an aggregate of 45,000 Private Placement Units (40,500 Private Placement Units purchased by the Sponsor and 4,500 Private Placement Units purchased by EarlyBirdCapital) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $450,000. Certain proceeds from the Private Placement Units were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will expire worthless. |
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 June 27, 2021, the Sponsor paid $25,000, to cover certain offering costs in consideration for 2,875,000 of the Company’s Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Up to 375,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. On February 8, 2022, the underwriter exercised its over-allotment option in full, hence, the 375,000 Founder Shares are no longer subject to forfeiture since then. The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest to occur of: (A) 180 days after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. EBC Founder Shares On August 12, 2021, the Company issued to EarlyBirdCapital and/or its designees 200,000 Class A ordinary shares (the “EBC Founder Shares”) at a price of $0.0001 per share. The Company estimated the fair value of the EBC Founder Shares to be $1,800 based upon the price of the founder shares issued to the Sponsor. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The EBC Founder Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the IPO pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the IPO except to any underwriter and selected dealer participating in the IPO and their officers or partners, associated persons or affiliates. Related Party Loans and Due to Affiliate On June 16, 2021, the Sponsor agreed to loan the Company an aggregate of up to $150,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of March 31, 2022, or the completion of the IPO. During the month of September 2021, the Sponsor transferred the outstanding sponsor line of credit of $15,625 to Keywise Capital Management (HK) Limited (the “Affiliate”). Prior to July 6, 2021, the Sponsor had an arrangement with the Affiliate regarding payment to be made by the Affiliate for certain costs of the Company on behalf of the Sponsor which will be adjusted with the Note. However, once the bank account of the Sponsor and the Company was open, the Affiliate agreed with the Sponsor and the Company that such amount will be paid directly to them. On October 4, 2021, the Sponsor funded $150,000 to the Company pursuant to the Note executed by the Company on June 16, 2021. The Note was paid in full on January 27, 2022. As of March 31, 2023 and December 31, 2022, the Company had $10,000 and no In addition, 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of March 31, 2023 and December 31, 2022, no Working Capital Loans were outstanding. On April 18, 2023, the Company issued a promissory note in the principal amount of up to $250,000 to the Company’s sponsor. The Working Capital Loan Note was issued in connection with advances the Payee has made, and may make in the future, to the Company for working capital expenses. The Working Capital Loan Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective (Refer Note 9). Administrative Services The Company agreed to pay the Sponsor a fee of approximately $10,000 per month following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation for office and administrative support services. For the three months ended March 31, 2023, the Company incurred $30,000 for administrative and support services of which $20,000 has been paid through March 31, 2023, and remaining $10,000 has been paid subsequent to quarter end. For the three months ended March 31, 2022, the Company paid $20,000 for administrative and support services. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Risk and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company, there has not been a significant impact as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the future outcome of this uncertainty. Registration Rights The holders of Founder Shares, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A ordinary shares) pursuant to a registration rights agreement signed on January 24, 2022. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters had a 45-day option beginning January 24, 2022, to purchase up to an additional 1,500,000 units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On February 8, 2022, the underwriters exercised their over-allotment option in full and purchased an additional 1,500,000 units at $10.00 per unit. On January 27, 2022, the Company paid a fixed underwriting discount of $2,000,000 and on February 8, 2022, it paid an additional $300,000 of underwriting fees arising from the sale of the over-allotment units. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of IPO (exclusive of any applicable finders’ fees which might become payable). In addition, the Company may engage EarlyBirdCapital as an advisor in connection with introducing a target business to us. If we engage EarlyBirdCapital and it introduces us to the target business with whom we complete our initial Business Combination, EarlyBirdCapital will receive a cash fee equal to 1% of the total consideration payable in the initial Business Combination. |
Shareholder_s Equity
Shareholder’s Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholder’s Equity | Note 7 - Shareholder’s Equity Preferred shares no Ordinary Shares Class A Ordinary Shares - Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like, and subject to further adjustment as provided herein. Warrants Each whole warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share commencing 30 days after the completion of its initial Business Combination and expiring five years from after the completion of an initial Business Combination. No fractional warrant will be issued and only whole warrants will trade. In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price and the $18.00 per share redemption trigger price described below under “Redemption” will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. The Company may redeem the warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period. If a registration statement is not effective within 60 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 – Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Significant Significant Prices in Other Other As of Active Observable Unobservable March 31, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 119,111,959 $ 119,111,959 $ — $ — As of December 31, 2022, the balance of investments held in Trust Account was $ 117,851,869. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company has evaluated subsequent events through May 15, 2023, which was the date these unaudited condensed financial statements were available for issuance and determined that there were no significant unrecognized events through that date other than those given below: A Letter of Intent (“LOI”) has been signed with a prospective target company that is in the high-tech industry and which management believes holds a lot of potential. Further, on April 18, 2023, Keyarch Acquisition Corporation (the “Company”) issued a promissory note in the principal amount of up to $250,000 to Keyarch Global Sponsor Limited, a Cayman Islands limited liability company and the Company’s sponsor. The Working Capital Loan Note was issued in connection with advances the Payee has made, and may make in the future, to the Company for working capital expenses. The Working Capital Loan Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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. The accompanying unaudited condensed financial statements as of March 31, 2023, have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any future period. |
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 of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the 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 unaudited condensed 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 unaudited condensed financial statements in conformity with US 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 unaudited condensed 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 unaudited condensed 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. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in income earned on investment 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. Operating cash flows include interest and dividend income receipts related to investments in other reporting entities or deposits with financial institutions (i.e., returns on investment). Interest income earned on Investments held in the Trust Account is fully reinvested into the Trust Account and therefore considered as an adjustment to reconcile net profit/(loss) to net cash used in operating activities in the Statements of Cash Flows. Such interest income reinvested will be used to redeem all or a portion of the Class A ordinary shares upon the completion of business combination. |
Offering Costs | Offering Costs Offering costs were $3,471,734 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are related to the IPO and are charged to shareholders’ equity upon the completion of the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. The Company allocates offering costs between the Public Shares, Public Warrants (as defined below in Note 3) and Public Rights (as defined below in Note 3) based on the relative fair values of the Public Shares, Public Warrants and Public Rights. Accordingly, $3,105,119 was allocated to the Public Shares and charged to temporary equity, and $366,615 was allocated to Public Warrants and Public Rights and charged to shareholders’ equity. During the year ended December 31, 2022, the Company received discount amounting to $131,420 on outstanding offering cost included within accounts payable and accrued expenses. This has been treated as reversal of offering cost adjusted through additional paid-in capital considering the related offering cost charged against additional paid-in capital at the time of IPO. |
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 the FASB ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
Warrants | Warrants The Company accounts 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 Financial Accounting Standards Board (“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, whether they 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, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the 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 the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
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 in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2023, 11,500,000 ordinary shares subject to possible redemption are presented at redemption value of $10.10 per share (plus any income earned on investment held in Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. 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 allocates gross proceeds between the Public Shares, Public Warrants and Public Rights based on the relative fair values of the Public Shares, Public Warrants and Public Rights. At March 31, 2023, the ordinary shares reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (9,257,500 ) Proceeds allocated to Public Warrants (2,886,500 ) Allocation of offering costs related to redeemable shares (net of allocation of offering cost amounting to $117,542 related to redeemable shares reversed*) (2,987,577 ) Plus: Accretion of carrying value to redemption value (net of decrease of $117,542 in carrying value of redeemable shares due to reversal of offering costs*) 16,281,577 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) 2,961,959 Ordinary shares subject to possible redemption $ 119,111,959 * During the year ended December 31, 2022, the Company received discount amounting to $131,420 on outstanding offering cost included within accounts payable and accrued expenses. This has been treated as reversal of offering cost adjusted through additional paid-in capital considering the related offering cost charged against additional paid-in capital at the time of IPO. This reversal of offering cost has been proportionately allocated to redeemable shares based on the fair value of Public Shares leading to a corresponding decrease in carrying value by $117,542 to arrive at the redemption value of Ordinary Shares subject to possible redemption. |
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. |
Net Profit/(Loss) Per Share | Net Profit/(Loss) Per Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net profit/(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed profit (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed profit (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed profit (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of March 31, 2023, 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. The net profit/(loss) per share presented in the condensed statement of operations is based on the following: Three months Three months March 31, March 31, Net Profit $ 973,572 $ 360,157 Income earned on investment held in Trust Account (1,260,090 ) — Accretion of carrying value to redemption value — (16,399,119 ) Net loss including accretion of equity into redemption value $ (286,518 ) $ (16,759,276 ) Three months Three months Redeemable Non- Redeemable Non- Shares Shares Shares Shares Basic and diluted net profit/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (217,920 ) $ (68,598 ) $ (11,658,175 ) $ (5,101,101 ) Income earned on investment held in Trust Account 1,260,090 — — — Accretion of carrying value to redemption value — — 16,399,119 — Allocation of net profit/(loss) 1,042,170 (68,598 ) 4,740,944 (5,101,101 ) Denominators: Weighted-average shares outstanding 11,500,000 3,620,000 7,890,110 3,452,363 Basic and diluted net profit/(loss) per share $ 0.09 $ (0.02 ) $ 0.60 $ (1.48 ) |
Income Taxes | Income Taxes The Company accounts for income taxes under 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed 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 unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
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 unaudited condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of ordinary shares reflected in the condensed balance sheet | Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (9,257,500 ) Proceeds allocated to Public Warrants (2,886,500 ) Allocation of offering costs related to redeemable shares (net of allocation of offering cost amounting to $117,542 related to redeemable shares reversed*) (2,987,577 ) Plus: Accretion of carrying value to redemption value (net of decrease of $117,542 in carrying value of redeemable shares due to reversal of offering costs*) 16,281,577 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) 2,961,959 Ordinary shares subject to possible redemption $ 119,111,959 * During the year ended December 31, 2022, the Company received discount amounting to $131,420 on outstanding offering cost included within accounts payable and accrued expenses. This has been treated as reversal of offering cost adjusted through additional paid-in capital considering the related offering cost charged against additional paid-in capital at the time of IPO. This reversal of offering cost has been proportionately allocated to redeemable shares based on the fair value of Public Shares leading to a corresponding decrease in carrying value by $117,542 to arrive at the redemption value of Ordinary Shares subject to possible redemption. |
Schedule of net income (loss) per share presented in the statement of operations | Three months Three months March 31, March 31, Net Profit $ 973,572 $ 360,157 Income earned on investment held in Trust Account (1,260,090 ) — Accretion of carrying value to redemption value — (16,399,119 ) Net loss including accretion of equity into redemption value $ (286,518 ) $ (16,759,276 ) Three months Three months Redeemable Non- Redeemable Non- Shares Shares Shares Shares Basic and diluted net profit/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (217,920 ) $ (68,598 ) $ (11,658,175 ) $ (5,101,101 ) Income earned on investment held in Trust Account 1,260,090 — — — Accretion of carrying value to redemption value — — 16,399,119 — Allocation of net profit/(loss) 1,042,170 (68,598 ) 4,740,944 (5,101,101 ) Denominators: Weighted-average shares outstanding 11,500,000 3,620,000 7,890,110 3,452,363 Basic and diluted net profit/(loss) per share $ 0.09 $ (0.02 ) $ 0.60 $ (1.48 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | Quoted Significant Significant Prices in Other Other As of Active Observable Unobservable March 31, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 119,111,959 $ 119,111,959 $ — $ — |
Organization and Business Ope_2
Organization and Business Operation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 16, 2022 | Feb. 08, 2022 | Jan. 27, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Apr. 18, 2023 | |
Organization and Business Operation (Details) [Line Items] | |||||||
Gross proceeds | $ 15,000,000 | $ 115,000,000 | |||||
Sale of shares (in Shares) | 500,000 | ||||||
Sponsor shares (in Shares) | 50,000 | ||||||
Underwriters purchase description | On February 8, 2022, the underwriters purchased an additional 1,500,000 Units by exercising its over-allotment option in full at a purchase price of $10.00 per Unit, generating gross proceeds of $15,000,000. Simultaneously with the closing of the full exercise of the over-allotment option, the Company completed the private sale of an aggregate of 45,000 Private Placement Units (40,500 Private Placement Units purchased by the Sponsor and 4,500 Private Placement Units purchased by EarlyBirdCapital) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $450,000. | ||||||
Offering costs amounted | $ 3,471,734 | ||||||
Underwriting discount | 2,300,000 | ||||||
Other offering costs | 1,171,734 | ||||||
Discount amount | $ 131,420 | ||||||
Cash | 8,276 | ||||||
Net tangible assets | $ 5,000,001 | ||||||
Percentage of aggregate shares | 15% | ||||||
Percentage of company's obligation to redeem | 100% | ||||||
Per share value of the residual assets (in Dollars per share) | $ 10.1 | ||||||
Cash | $ 8,276 | 115,171 | |||||
Working capital | $ (169,861) | $ 116,657 | |||||
Excise tax rate | 1% | ||||||
IPO [Member] | |||||||
Organization and Business Operation (Details) [Line Items] | |||||||
Sale of shares (in Shares) | 10,000,000 | ||||||
Price per share (in Dollars per share) | $ 10.1 | ||||||
Discount amount | $ 131,420 | ||||||
Sale of units (in Shares) | 116,150,000 | ||||||
Private Placement [Member] | |||||||
Organization and Business Operation (Details) [Line Items] | |||||||
Share Price (in Dollars per share) | $ 10 | $ 10 | |||||
Purchased shares (in Shares) | 450,000 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Aggregate purchase price | $ 5,000,000 | ||||||
Class A ordinary shares [Member] | IPO [Member] | |||||||
Organization and Business Operation (Details) [Line Items] | |||||||
Proceeds from sale of public units (in Shares) | 10,000,000 | ||||||
Share Price (in Dollars per share) | $ 10 | ||||||
Gross proceeds | $ 100,000,000 | ||||||
Class A ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||||||
U.S. federal [Member] | |||||||
Organization and Business Operation (Details) [Line Items] | |||||||
Excise tax rate | 1% | ||||||
Subsequent Event [Member] | |||||||
Organization and Business Operation (Details) [Line Items] | |||||||
Principal amount | $ 250,000 | ||||||
Business Combination [Member] | |||||||
Organization and Business Operation (Details) [Line Items] | |||||||
Percentage of aggregate fair market value | 80% | ||||||
Percentage of voting interests acquires | 50% | ||||||
Public per share (in Dollars per share) | $ 10.1 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies (Details) [Line Items] | ||
Public shares value | $ 3,105,119 | |
Public warrants value | $ 366,615 | |
Discount received on outstanding offering cost | $ 131,420 | |
Common stock subject to possible redemption, shares (in Shares) | 11,500,000 | |
Common stock subject to possible redemption, redemption price per share (in Dollars per share) | $ 10.1 | |
Corresponding decrease in carrying value | $ 117,542 | |
Federal depository insurance coverage value | 250,000 | |
IPO [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Offering cost | 3,471,734 | |
Discount received on outstanding offering cost | $ 131,420 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the condensed balance sheet | 3 Months Ended | |
Mar. 31, 2023 USD ($) | ||
Schedule of Ordinary Shares Reflected in the Condensed Balance Sheet [Abstract] | ||
Gross proceeds | $ 115,000,000 | |
Proceeds allocated to Public Rights | (9,257,500) | |
Proceeds allocated to Public Warrants | (2,886,500) | |
Allocation of offering costs related to redeemable shares (net of allocation of offering cost amounting to $117,542 related to redeemable shares reversed*) | (2,987,577) | [1] |
Accretion of carrying value to redemption value (net of decrease of $117,542 in carrying value of redeemable shares due to reversal of offering costs*) | 16,281,577 | [1] |
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) | 2,961,959 | |
Ordinary shares subject to possible redemption | $ 119,111,959 | |
[1] During the year ended December 31, 2022, the Company received discount amounting to $131,420 on outstanding offering cost included within accounts payable and accrued expenses. This has been treated as reversal of offering cost adjusted through additional paid-in capital considering the related offering cost charged against additional paid-in capital at the time of IPO. This reversal of offering cost has been proportionately allocated to redeemable shares based on the fair value of Public Shares leading to a corresponding decrease in carrying value by $117,542 to arrive at the redemption value of Ordinary Shares subject to possible redemption. |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the condensed balance sheet (Parentheticals) | 3 Months Ended | |
Mar. 31, 2023 USD ($) | [1] | |
Schedule of Ordinary Shares Reflected in the Condensed Balance Sheet [Abstract] | ||
Net of allocation of offering cost | $ 117,542 | |
Net of decrease of offering cost | $ 117,542 | |
[1] During the year ended December 31, 2022, the Company received discount amounting to $131,420 on outstanding offering cost included within accounts payable and accrued expenses. This has been treated as reversal of offering cost adjusted through additional paid-in capital considering the related offering cost charged against additional paid-in capital at the time of IPO. This reversal of offering cost has been proportionately allocated to redeemable shares based on the fair value of Public Shares leading to a corresponding decrease in carrying value by $117,542 to arrive at the redemption value of Ordinary Shares subject to possible redemption. |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of net income (loss) per share presented in the statement of operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Condensed Income Statements, Captions [Line Items] | ||
Net Profit | $ 973,572 | $ 360,157 |
Income earned on investment held in Trust Account | (1,260,090) | |
Accretion of carrying value to redemption value | (16,399,119) | |
Net loss including accretion of equity into redemption value | (286,518) | (16,759,276) |
Redeemable Warrants [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Income earned on investment held in Trust Account | 1,260,090 | |
Accretion of carrying value to redemption value | 16,399,119 | |
Numerators: | ||
Allocation of net loss including accretion of temporary equity | (217,920) | (11,658,175) |
Allocation of net profit/(loss) | $ 1,042,170 | $ 4,740,944 |
Denominators: | ||
Weighted-average shares outstanding (in Shares) | 11,500,000 | 7,890,110 |
Basic and diluted net profit/(loss) per share (in Dollars per share) | $ 0.09 | $ 0.6 |
Non- Redeemable Warrants [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Income earned on investment held in Trust Account | ||
Accretion of carrying value to redemption value | ||
Numerators: | ||
Allocation of net loss including accretion of temporary equity | (68,598) | (5,101,101) |
Allocation of net profit/(loss) | $ (68,598) | $ (5,101,101) |
Denominators: | ||
Weighted-average shares outstanding (in Shares) | 3,620,000 | 3,452,363 |
Basic and diluted net profit/(loss) per share (in Dollars per share) | $ (0.02) | $ (1.48) |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of net income (loss) per share presented in the statement of operations (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Redeemable Warrants [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Diluted net income/(loss) per share | $ 0.09 | $ 0.60 |
Non- Redeemable Warrants [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Diluted net income/(loss) per share | $ (0.02) | $ (1.48) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 08, 2022 | Jan. 27, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | ||||
Sale of units (in Shares) | 500,000 | |||
Purchase price, per unit | $ 11.5 | |||
Gross proceed (in Dollars) | $ 15,000,000 | $ 115,000,000 | ||
Expiration term | 5 years | |||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of units (in Shares) | 10,000,000 | |||
Purchase price, per unit | $ 10 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of units (in Shares) | 1,500,000 | |||
Purchase price, per unit | $ 10 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 3 Months Ended | |
Feb. 08, 2022 | Mar. 31, 2023 | |
Private Placement (Details) [Line Items] | ||
Ordinary share, description | Each whole Private Placement Unit consisted of one Class A ordinary share, one-half of one warrant (the “Private Warrant”) and one right (the “Private Rights”). | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchased shares | 45,000 | 500,000 |
Price per share (in Dollars per share) | $ 10 | $ 10 |
Aggregate purchase price (in Dollars) | $ 450,000 | $ 5,000,000 |
Sponsor [Member] | Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchased shares | 40,500 | 450,000 |
Early Bird Capital [Member] | Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchased shares | 4,500 | 50,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Oct. 04, 2021 | Aug. 12, 2021 | Sep. 30, 2021 | Jun. 27, 2021 | Jun. 16, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 18, 2023 | Dec. 31, 2022 | Feb. 08, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 500,000 | |||||||||
Outstanding amount | $ 10,000 | |||||||||
Maximum loans convertible into warrants | $ 1,500,000 | |||||||||
Price of warrants (in Dollars per share) | $ 10 | |||||||||
Expenses per month | $ 10,000 | |||||||||
Incurred amount | 30,000 | |||||||||
Administrative and support services | 20,000 | $ 20,000 | ||||||||
Support services | $ 10,000 | |||||||||
Class B ordinary shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Consideration received | $ 25,000 | |||||||||
Consideration received on shares (in Shares) | 2,875,000 | |||||||||
Price per share (in Shares) | 0.0001 | |||||||||
Shares subject to forfeiture (in Shares) | 375,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Principal amount | $ 250,000 | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares subject to forfeiture (in Shares) | 375,000 | |||||||||
Ebc Founder Shares [Member] | Sponsor [Member] | Class A ordinary shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 200,000 | |||||||||
Sale of stock, price per share (in Dollars per share) | $ 0.0001 | |||||||||
Estimated fair value | $ 1,800 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Promissory note | $ 150,000 | |||||||||
Amount received through Promissory note | $ 150,000 | |||||||||
Sponsor [Member] | Keywise Capital Management Hk Limited [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Outstanding line of credit | $ 15,625 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 08, 2022 | Jan. 27, 2022 | Jan. 24, 2022 | Mar. 31, 2023 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Additional units | 1,500,000 | |||
Price per share | $ 11.5 | |||
Payment of underwriters' commissions | $ 300,000 | $ 2,000,000 | ||
Percentage of cash fee on gross proceeds of IPO | 3.50% | |||
Percentage of cash fee on consideration payable in initial business combination | 1% | |||
Over Allotment Option [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Number of units granted to underwriters | 1,500,000 | |||
Price per share | $ 10 |
Shareholder_s Equity (Details)
Shareholder’s Equity (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Feb. 08, 2022 | |
Shareholder’s Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Subject to forfeiture shares | 375,000 | ||
Issued and outstanding shares percentage | 20% | ||
Shares not subject to forfeiture | 375,000 | ||
Description of warrants | Each whole warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share commencing 30 days after the completion of its initial Business Combination and expiring five years from after the completion of an initial Business Combination. No fractional warrant will be issued and only whole warrants will trade. In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price and the $18.00 per share redemption trigger price described below under “Redemption” will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. | ||
Warrant [Member] | |||
Shareholder’s Equity (Details) [Line Items] | |||
Price per warrant (in Dollars per share) | $ 0.01 | ||
Ordinary Share [Member] | |||
Shareholder’s Equity (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 18 | ||
Class A Ordinary Share [Member] | |||
Shareholder’s Equity (Details) [Line Items] | |||
Ordinary shares, authorized | 180,000,000 | 180,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, issued | 745,000 | 745,000 | |
Ordinary shares, outstanding | 745,000 | 745,000 | |
Shares subject to possible redemption | 11,500,000 | 11,500,000 | |
Class B ordinary share [Member] | |||
Shareholder’s Equity (Details) [Line Items] | |||
Ordinary shares, authorized | 20,000,000 | 20,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, issued | 2,875,000 | 2,875,000 | |
Ordinary shares, outstanding | 2,875,000 | 2,875,000 | |
Subject to forfeiture shares | 2,875,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value Disclosures [Abstract] | |
Investments held in trust account | $ 117,851,869 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis | Mar. 31, 2023 USD ($) |
Assets: | |
Investment held in Trust Account | $ 119,111,959 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets: | |
Investment held in Trust Account | 119,111,959 |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets: | |
Investment held in Trust Account | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets: | |
Investment held in Trust Account |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 18, 2023 USD ($) |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Principal amount | $ 250,000 |