Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 001-41243 | |
Entity Registrant Name | KEYARCH ACQUISITION CORPORATION | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1600074 | |
Entity Address, Address Line One | 275 Madison Avenue, 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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001865701 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common stock | ||
Title of 12(b) Security | Class A ordinary shares, par value$0.0001 per share | |
Trading Symbol | KYCH | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 12,245,000 | |
Class B Common stock | ||
Entity Common Stock, Shares Outstanding | 2,875,000 | |
Units, each consisting of one Class A ordinary share, one-half of one redeemable warrant and one right | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, one-half of oneredeemable warrant and one right | |
Trading Symbol | KYCHU | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Warrants, each whole warrantexercisable for one Class A ordinaryshare at an exercise price of $11.50 pershare | |
Trading Symbol | KYCHW | |
Security Exchange Name | NASDAQ | |
Rights to receive one-tenth of one Class A Ordinary Share included as part of the units | ||
Title of 12(b) Security | Rights to receive one-tenth of one Class AOrdinary Share included as part of theunits | |
Trading Symbol | KYCHR | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 356,891 | $ 9,168 |
Prepaid expenses | 358,295 | |
Total current assets | 715,186 | 9,168 |
Prepaid expenses - non-current | 19,127 | |
Investments held in Trust Account | 116,323,892 | 0 |
Deferred offering costs | 933,978 | |
Total Assets | 117,058,205 | 943,146 |
Current liabilities: | ||
Accounts payable and accrued expenses | 240,050 | 394,126 |
Due to affiliates | 10,000 | 383,852 |
Note payable-related party | 150,000 | |
Total current liabilities | 250,050 | 927,978 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, 11,500,000 and no shares at redemption value of $10.10 per share as of June 30, 2022 and December 31, 2021, respectively | 116,323,892 | |
Deferred legal fee | 2,094 | 0 |
Shareholders' Equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 986,124 | 26,493 |
Accumulated deficit | (504,317) | (11,632) |
Total Shareholders' Equity | 482,169 | 15,168 |
Total Liabilities and Shareholders' Equity | 117,058,205 | 943,146 |
Class A Common stock | ||
Shareholders' Equity: | ||
Common stock | 75 | 20 |
Class B Common stock | ||
Shareholders' Equity: | ||
Common stock | $ 287 | $ 287 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock subject to possible redemption, shares | 11,500,000 | 0 |
Common stock subject to possible redemption, redemption price per share | $ 10.10 | $ 10.10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 745,000 | 200,000 |
Common stock, shares outstanding | 745,000 | 200,000 |
Class B Common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | |
General and administrative expenses | $ 1,201 | $ 123,798 | $ 492,883 |
Total Expenses | 1,201 | 123,798 | 492,883 |
Loss from Operations | (1,201) | (123,798) | (492,883) |
Other Income: | |||
Bank interest income | 198 | 198 | |
Income earned on investment held in Trust Account | 164,964 | 173,892 | |
Net Profit/(Loss) | $ (1,201) | $ 41,364 | $ (318,793) |
Redeemable ordinary shares | |||
Other Income: | |||
Weighted average shares outstanding, Basic | 11,500,000 | 9,748,619 | |
Weighted average shares outstanding, Diluted | 11,500,000 | 9,748,619 | |
Basic net income (loss) per share | $ 0 | $ 0.43 | |
Diluted net income (loss) per share | $ 0.01 | $ 0.43 | |
Non redeemable ordinary shares | |||
Other Income: | |||
Weighted average shares outstanding, Basic | 3,620,000 | 3,538,729 | |
Weighted average shares outstanding, Diluted | 3,620,000 | 3,538,729 | |
Basic net income (loss) per share | $ 0 | $ (1.26) | |
Diluted net income (loss) per share | $ 0 | $ (1.26) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY - USD ($) | Class A Common stock Common Stock | Class B Common stock Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Apr. 22, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Apr. 22, 2021 | 0 | 0 | ||||
Net profit (loss) | (1,201) | (1,201) | ||||
Balance at the ending at Jun. 30, 2021 | (1,201) | (1,201) | ||||
Balance at the beginning at Dec. 31, 2021 | $ 20 | $ 287 | 26,493 | (11,632) | 15,168 | |
Balance at the beginning (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 the ending at Mar. 31, 2022 | $ 75 | $ 287 | 854,704 | (371,789) | 483,277 | |
Balance at the ending (in shares) at Mar. 31, 2022 | 745,000 | 2,875,000 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 20 | $ 287 | 26,493 | (11,632) | 15,168 | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 200,000 | 2,875,000 | ||||
Allocation of reversal of offering costs to ordinary shares subject to redemption | [1] | (117,542) | ||||
Addition for decrease in carrying value of redeemable shares due to reversal of offering costs | 117,542 | |||||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) | (173,892) | |||||
Net profit (loss) | (318,793) | |||||
Balance at the ending at Jun. 30, 2022 | $ 75 | $ 287 | 986,124 | (504,317) | 482,169 | |
Balance at the ending (in shares) at Jun. 30, 2022 | 745,000 | 2,875,000 | ||||
Balance at the beginning at Mar. 31, 2022 | $ 75 | $ 287 | 854,704 | (371,789) | 483,277 | |
Balance at the beginning (in shares) at Mar. 31, 2022 | 745,000 | 2,875,000 | ||||
Reversal of offering costs | 131,420 | 131,420 | ||||
Allocation of reversal of offering costs to ordinary shares subject to redemption | (117,542) | (117,542) | ||||
Addition for decrease in carrying value of redeemable shares due to reversal of offering costs | 117,542 | 117,542 | ||||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) | (173,892) | (173,892) | ||||
Net profit (loss) | 41,364 | 41,364 | ||||
Balance at the ending at Jun. 30, 2022 | $ 75 | $ 287 | $ 986,124 | $ (504,317) | $ 482,169 | |
Balance at the ending (in shares) at Jun. 30, 2022 | 745,000 | 2,875,000 | ||||
[1] During the quarter ended June 30, 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 $117,542 to arrive at the redemption value of Ordinary Shares subject to possible redemption. |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 2 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,201) | $ (318,793) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Formation cost due to affiliate | 1,201 | |
Income earned on investment held in Trust Account | (173,892) | |
Deferred legal fee | 2,094 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 396,050 | |
Prepaid expenses | (377,422) | |
Due to affiliates | 10,000 | |
Net cash used in operating activities | (461,963) | |
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 | (1,040,314) | |
Repayment on promissory note to related party | (150,000) | |
Net cash provided by financing activities | 116,959,686 | |
Net change in cash | 347,723 | |
Cash-beginning of the period | 9,168 | |
Cash-end of the period | 356,891 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Allocation of offering costs to ordinary shares subject to redemption | 2,987,577 | |
Reclassification of ordinary shares subject to redemption | 102,856,000 | |
Remeasurement adjustment on redeemable ordinary shares | 16,281,577 | |
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) | 173,892 | |
Reversal of offering cost adjusted from additional paid in capital | $ 131,420 | |
Deferred offering costs included in due to affiliate | 68,017 | |
Deferred offering costs included in accrued offering costs | 148,702 | |
Deferred offering costs included in promissory note | $ 15,625 |
Organization and Business Opera
Organization and Business Operation | 6 Months Ended |
Jun. 30, 2022 | |
Organization and Business Operation | |
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 June 30, 2022, the Company had not commenced any operations. All activity for the period from April 23, 2021 (inception) through June 30, 2022, 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. Transaction costs amounted to $3,471,734 consisting of $2,300,000 of underwriting discount and $1,171,734 of other offering costs. During the quarter ended June 30, 2022, the Company received discount amounting to $131,420 on outstanding transaction cost included within accounts payable and accrued expenses. This has been treated as reversal of transaction cost. As of June 30, 2022, cash of $356,891 were 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 will invest only 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 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 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 June 30, 2022 and December 31, 2021, the Company had cash of $356,891 and $9,168, respectively and working capital/(deficit) of $465,136 and ($918,810), 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. 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. The Company cannot provide any assurance that its plans to raise capital or to consummate an Initial Business Combination 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 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 financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The 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, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies | |
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 June 30, 2022 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 and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the period ending December 31, 2022, 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 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. 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. 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 quarter ended June 30, 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 June 30, 2022, 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 June 30, 2022, 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 $ 16,281,577 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) 173,892 Ordinary shares subject to possible redemption 116,323,892 * During the quarter ended June 30, 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. At June 30, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) rateably 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 June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the condensed statement of operations is based on the following: Three months ended Six months ended June 30, 2022 June 30, 2022 Net Profit/(Loss) 41,364 (318,793) Income earned on investment held in Trust Account (164,964) (173,892) Accretion of carrying value to redemption value — (16,399,119) Decrease in carrying value of redeemable shares due to reversal of offering costs 117,542 117,542 Net profit/(loss) including accretion of equity into redemption value (6,058) (16,774,262) Three months ended June 30, For the period from April 23, 2021 2022 Six months ended June 30, 2022 (inception) through June 30, 2021 Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Shares Shares Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity (4,608) (1,450) (12,306,887) (4,467,375) — — Income earned on investment held in Trust Account 164,964 — 173,892 — Accretion of carrying value to redemption value — — 16,399,119 — — — Decrease in carrying value of redeemable shares due to reversal of offering costs (117,542) — (117,542) — — — Allocation of net income/(loss) 42,814 (1,450) 4,148,582 (4,467,375) — — Denominators: Weighted-average shares outstanding 11,500,000 3,620,000 9,748,619 3,538,729 — — Basic and diluted net income/(loss) per share 0.00 (0.00) 0.43 (1.26) — — 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 June 30, 2022 and December 31, 2021. 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 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 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 | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering | |
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 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 years after the completion of the initial Business Combination or earlier upon redemption or liquidation (see Note 7). |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement | |
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 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 | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
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 promissory note executed by the Company on June 16, 2021. The note was paid in full on January 27, 2022. Further, during the period up to December 31, 2021, the Affiliate paid for the offering costs and other general and administration expenses of $368,227. The Company settled the amount due to affiliates with the IPO proceeds. As of June 30, 2022, the Company had $10,000 outstanding as due to Affiliate for monthly administrative and support services as per agreement defined below. 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 and no written agreements exist with respect to such loans. 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 June 30, 2022, no Working Capital Loans were outstanding. Administrative Services The Company intends 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 and six months ended June 30, 2022, the Company incurred $30,000 and $50,000 respectively for administrative and support services. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies | |
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. Deferred Legal Fee On April 1, 2022, Company entered into letter agreement with Ellenoff Grossman & Schole LLP (“EGS”) as legal counsel in connection with the Company’s efforts to identify, evaluate, negotiate, finance and consummate an initial business combination with an operating company or business to be determined by the Company. According to the engagement, the Company will be billed on a monthly basis, with fifty percent (50%) of all fees being due on a rolling basis, up to a total of $350,000 (the “Front Fee”), and the balance of all fees (the “Deferred Fee”) being due upon consummation of a Business Combination. As of June 30, 2022 and December 31, 2021, the Company had $2,094 and $0, respectively as deferred legal fee. |
Shareholders Equity
Shareholders Equity | 6 Months Ended |
Jun. 30, 2022 | |
Shareholder's Equity | |
Shareholder's Equity | Note 7 - Shareholder’s Equity Preferred shares Ordinary Shares Class A Ordinary Shares - issued outstanding 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 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
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 June 30, 2022 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 June 30, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account $ 116,323,892 $ 116,323,892 $ — $ — As of December 31, 2021, there was no investment held in Trust Account. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9 - Subsequent Events The Company has evaluated subsequent events through August 11, 2022, which was the date these financial statements were available for issuance and determined that there were no significant unrecognized events through that date. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies | |
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 June 30, 2022 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 and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the period ending December 31, 2022, 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 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 financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. |
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. |
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 quarter ended June 30, 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 June 30, 2022, 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 June 30, 2022, 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 $ 16,281,577 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) 173,892 Ordinary shares subject to possible redemption 116,323,892 * During the quarter ended June 30, 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. At June 30, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Net Loss Per Share | Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) rateably 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 June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the condensed statement of operations is based on the following: Three months ended Six months ended June 30, 2022 June 30, 2022 Net Profit/(Loss) 41,364 (318,793) Income earned on investment held in Trust Account (164,964) (173,892) Accretion of carrying value to redemption value — (16,399,119) Decrease in carrying value of redeemable shares due to reversal of offering costs 117,542 117,542 Net profit/(loss) including accretion of equity into redemption value (6,058) (16,774,262) Three months ended June 30, For the period from April 23, 2021 2022 Six months ended June 30, 2022 (inception) through June 30, 2021 Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Shares Shares Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity (4,608) (1,450) (12,306,887) (4,467,375) — — Income earned on investment held in Trust Account 164,964 — 173,892 — Accretion of carrying value to redemption value — — 16,399,119 — — — Decrease in carrying value of redeemable shares due to reversal of offering costs (117,542) — (117,542) — — — Allocation of net income/(loss) 42,814 (1,450) 4,148,582 (4,467,375) — — Denominators: Weighted-average shares outstanding 11,500,000 3,620,000 9,748,619 3,538,729 — — Basic and diluted net income/(loss) per share 0.00 (0.00) 0.43 (1.26) — — |
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 June 30, 2022 and December 31, 2021. 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 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 financial statements. |
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_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Significant Accounting Policies | |
Summary of reconciliation of common stock subject to possible redemption | 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 $ 16,281,577 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) 173,892 Ordinary shares subject to possible redemption 116,323,892 |
Summary of calculation of basic and diluted net income (loss) per common share | Three months ended Six months ended June 30, 2022 June 30, 2022 Net Profit/(Loss) 41,364 (318,793) Income earned on investment held in Trust Account (164,964) (173,892) Accretion of carrying value to redemption value — (16,399,119) Decrease in carrying value of redeemable shares due to reversal of offering costs 117,542 117,542 Net profit/(loss) including accretion of equity into redemption value (6,058) (16,774,262) Three months ended June 30, For the period from April 23, 2021 2022 Six months ended June 30, 2022 (inception) through June 30, 2021 Redeemable Non-Redeemable Redeemable Non-Redeemable Redeemable Non-Redeemable Shares Shares Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity (4,608) (1,450) (12,306,887) (4,467,375) — — Income earned on investment held in Trust Account 164,964 — 173,892 — Accretion of carrying value to redemption value — — 16,399,119 — — — Decrease in carrying value of redeemable shares due to reversal of offering costs (117,542) — (117,542) — — — Allocation of net income/(loss) 42,814 (1,450) 4,148,582 (4,467,375) — — Denominators: Weighted-average shares outstanding 11,500,000 3,620,000 9,748,619 3,538,729 — — Basic and diluted net income/(loss) per share 0.00 (0.00) 0.43 (1.26) — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Measurements | |
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 June 30, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account $ 116,323,892 $ 116,323,892 $ — $ — |
Organization and Business Ope_2
Organization and Business Operation (Details) | 3 Months Ended | 6 Months Ended | |||
Feb. 08, 2022 USD ($) $ / shares shares | Jan. 27, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of public units (in shares) | shares | 10,000,000 | ||||
Proceeds from sale of public units through public offering | $ 115,000,000 | ||||
Transaction costs | $ 3,471,734 | ||||
Offering cost | 2,300,000 | ||||
Discount received on outstanding offering cost | $ 131,420 | $ 131,420 | |||
Condition for future business combination number of businesses minimum | 1 | ||||
Other offering cost | $ 1,171,734 | ||||
Per share value of residual assets in trust account | $ / shares | $ 10.10 | ||||
Cash | 356,891 | $ 356,891 | $ 9,168 | ||
Working capital (deficit) | $ 465,136 | $ 465,136 | $ (918,810) | ||
Class A Common stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Share price | $ / shares | 10.10 | $ 10.10 | |||
Purchase price, per unit | $ / shares | $ 10 | ||||
Offering cost | $ 3,471,734 | ||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | ||||
Maximum percentage of shares that can be redeemed without prior consent of the Company | 15% | ||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100% | ||||
Threshold trading days to redeem the shares | 10 days | ||||
IPO | Class A Common stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of public units (in shares) | shares | 10,000,000 | ||||
Share price | $ / shares | $ 10 | ||||
Proceeds from sale of public units through public offering | $ 100,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Over allotment | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of public units (in shares) | shares | 1,500,000 | ||||
Proceeds from sale of public units through public offering | $ 15,000,000 | ||||
Number of warrants to purchase the shares issued (in shares) | shares | 1,500,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Price of warrants | $ / shares | $ 10 | ||||
Proceeds from issuance of warrants | $ 15,000,000 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase the shares issued (in shares) | shares | 45,000 | 500,000 | |||
Price of warrants | $ / shares | $ 10 | $ 10 | |||
Proceeds from issuance of warrants | $ 450,000 | $ 5,000,000 | |||
Private Placement | Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase the shares issued (in shares) | shares | 40,500 | 450,000 | |||
Private Placement | EarlyBirdCapital, Inc | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase the shares issued (in shares) | shares | 4,500 | 50,000 | |||
Initial Public Offering Over Allotment And Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of shares | $ 116,150,000 | ||||
Purchase price, per unit | $ / shares | $ 10.10 | ||||
Percentage of aggregate fair market value of assets | 80% | ||||
Ownership interest to be acquired on post-transaction company | 50% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Feb. 08, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |
Offering cost | $ 2,300,000 | |||
Allocation of offering costs to ordinary shares subject to redemption | 2,987,577 | |||
Discount received on outstanding offering cost | $ 131,420 | $ 131,420 | ||
Common stock subject to possible redemption, redemption price per share | $ 10.10 | $ 10.10 | $ 10.10 | |
Common stock subject to possible redemption, shares | 11,500,000 | 11,500,000 | 0 | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Offering cost | 3,471,734 | |||
Public share | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Allocation of offering costs to ordinary shares subject to redemption | 3,105,119 | |||
Public warrants and rights | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Offering cost | $ 366,615 | |||
Common Class A Subject To Redemption | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock subject to possible redemption, redemption price per share | $ 10.10 | $ 10.10 | ||
Common stock subject to possible redemption, shares | 11,500,000 | 11,500,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Condensed balance sheet are reconciled - (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | ||
Subsidiary, Sale of Stock [Line Items] | |||
Gross proceeds | $ 115,000,000 | ||
Allocation of offering costs related to redeemable shares | (2,987,577) | ||
Adjustments To Decrease in Carrying Amount Of Redeemable Shares, Reversal Of Offering Costs | $ 117,542 | 117,542 | |
Accretion of carrying value to redemption value | 16,281,577 | ||
Allocation of reversal of offering costs to ordinary shares subject to redemption | (117,542) | (117,542) | [1] |
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) | 173,892 | 173,892 | |
Ordinary shares subject to possible redemption | 116,323,892 | 116,323,892 | |
Decrease of carrying value to redemption value related to reversal of offering costs | (117,542) | (117,542) | |
Allocation of reversal of offering costs related to redeemable shares | $ 117,542 | 117,542 | [1] |
Public share | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds allocated | (9,257,500) | ||
Allocation of offering costs related to redeemable shares | (3,105,119) | ||
Public warrants and rights | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds allocated | $ (2,886,500) | ||
[1] During the quarter ended June 30, 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 $117,542 to arrive at the redemption value of Ordinary Shares subject to possible redemption. |
Significant Accounting Polici_6
Significant Accounting Policies - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Net Income (Loss) per Common Share | ||||
Net profit (loss) | $ (1,201) | $ 41,364 | $ (360,157) | $ (318,793) |
Income earned on investment held in Trust Account | (164,964) | (173,892) | ||
Accretion of carrying value to redemption value | (16,399,119) | |||
Decrease of carrying value to redemption value related to reversal of offering costs | 117,542 | 117,542 | ||
Net profit/(loss) including accretion of equity into redemption value | (6,058) | (16,774,262) | ||
Numerator: | ||||
Income earned on investment held in Trust Account | 164,964 | 173,892 | ||
Accretion of carrying value to redemption value | 16,399,119 | |||
Redeemable Warrants | ||||
Net Income (Loss) per Common Share | ||||
Income earned on investment held in Trust Account | (164,964) | (173,892) | ||
Accretion of carrying value to redemption value | (16,399,119) | |||
Decrease of carrying value to redemption value related to reversal of offering costs | (117,542) | (117,542) | ||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | (4,608) | (12,306,887) | ||
Income earned on investment held in Trust Account | 164,964 | 173,892 | ||
Accretion of carrying value to redemption value | 16,399,119 | |||
Allocation of net income/(loss) | $ 42,814 | $ 4,148,582 | ||
Denominator: | ||||
Weighted average shares outstanding, Basic | 11,500,000 | 9,748,619 | ||
Weighted average shares outstanding, Diluted | 11,500,000 | 9,748,619 | ||
Basic net income (loss) per share | $ 0 | $ 0.43 | ||
Diluted net income (loss) per share | $ 0 | $ 0.43 | ||
Non Redeemable Warrants | ||||
Numerator: | ||||
Allocation of net loss including accretion of temporary equity | $ (1,450) | $ (4,467,375) | ||
Allocation of net income/(loss) | $ (1,450) | $ (4,467,375) | ||
Denominator: | ||||
Weighted average shares outstanding, Basic | 3,620,000 | 3,538,729 | ||
Weighted average shares outstanding, Diluted | 3,620,000 | 3,538,729 | ||
Basic net income (loss) per share | $ 0 | $ (1.26) | ||
Diluted net income (loss) per share | $ 0 | $ (1.26) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 6 Months Ended | ||
Feb. 08, 2022 | Jan. 27, 2022 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of public units (in shares) | 10,000,000 | ||
Gross proceeds | $ 115,000,000 | ||
Number of shares issuable per warrant (in shares) | 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Minimum threshold written notice period for redemption of warrants | 30 days | ||
Expiration term | 5 years | ||
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10 | ||
Minimum threshold written notice period for redemption of warrants | 30 days | ||
Expiration term | 5 years | ||
IPO | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Number of shares issuable per warrant (in shares) | 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
IPO | Public Right | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 1 | ||
Number of shares issuable per warrant (in shares) | 1 | ||
Over allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of public units (in shares) | 1,500,000 | ||
Purchase price, per unit | $ 10 | ||
Gross proceeds | $ 15,000,000 | ||
Class A Common stock | IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from sale of public units (in shares) | 10,000,000 | ||
Gross proceeds | $ 100,000,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Feb. 08, 2022 | Jan. 27, 2022 | Jun. 30, 2022 |
Number of shares issuable per warrant (in shares) | 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Private Placement. | |||
Number of warrants issued | 45,000 | 500,000 | |
Price of warrants | $ 10 | $ 10 | |
Proceeds from issuance of warrants | $ 450,000 | $ 5,000,000 | |
Private Placement. | Private Warrants | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.5 | ||
Private Placement. | Private Right | |||
Number of shares in a unit | 1 | ||
Over allotment | |||
Number of warrants issued | 1,500,000 | ||
Price of warrants | $ 10 | ||
Proceeds from issuance of warrants | $ 15,000,000 | ||
Sponsor | Private Placement. | |||
Number of warrants issued | 40,500 | 450,000 | |
Early Bird Capital | Private Placement. | |||
Number of warrants issued | 4,500 | 50,000 |
Related Party transactions - Fo
Related Party transactions - Founder Shares (Details) - USD ($) | Aug. 12, 2021 | Jun. 27, 2021 | Jun. 30, 2022 | Feb. 08, 2022 | Dec. 31, 2021 |
Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Threshold period after the business combination in 180 days period commences | 180 days | ||||
EBC Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Threshold period after the business combination in 180 days period commences | 180 days | ||||
Class A Common stock | |||||
Related Party Transaction [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Founder shares outstanding | 745,000 | 200,000 | |||
Class A Common stock | EBC Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Shares issued | 200,000 | ||||
Sale of Stock, Price Per Share | $ 0.0001 | ||||
Estimated fair value | $ 1,800 | ||||
Class B Common stock | |||||
Related Party Transaction [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Founder shares outstanding | 2,875,000 | 2,875,000 | |||
Class B Common stock | Founder Shares | Sponsor | |||||
Related Party Transaction [Line Items] | |||||
Consideration received | $ 25,000 | ||||
Consideration received on shares | 2,875,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Shares subject to forfeiture | 375,000 | ||||
Over allotment | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Shares subject to forfeiture | 375,000 | ||||
Shares no longer subject to forfeiture | 0 |
Related Party Transactions - Ad
Related Party Transactions - Administrative Support Agreement, Promissory Note and Related Party Loans (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Oct. 04, 2021 | Jun. 16, 2021 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Expenses per month | $ 10,000 | $ 10,000 | ||||
Due to affiliates | 10,000 | 10,000 | $ 383,852 | |||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 150,000 | |||||
Amount received through Promissory note | $ 150,000 | |||||
Sponsor | Keywise Capital Management (HK) Limited [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding line of credit | $ 15,625 | |||||
Administrative Support Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred | 30,000 | 50,000 | ||||
Administrative Support Agreement | General and Administrative Expense | ||||||
Related Party Transaction [Line Items] | ||||||
Amount available for borrowings | $ 368,227 | |||||
Working Capital Loans | ||||||
Related Party Transaction [Line Items] | ||||||
Price of warrants (in dollars per share) | $ 10 | |||||
Maximum loans convertible into warrants | $ 1,500,000 | |||||
Outstanding balance of related party note | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | |||||
Apr. 01, 2022 | Feb. 08, 2022 | Jan. 27, 2022 | Jan. 24, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||||||
Payment of underwriters' commissions | $ 2,300,000 | |||||
Percentage of cash fee on gross proceeds of IPO | 3.50% | |||||
Percentage of cash fee on consideration payable in initial business combination | 1% | |||||
Deferred legal fee | $ 2,094 | $ 0 | ||||
Ellenoff Grossman & Schole LLP | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||
Percentage of fees due on a rolling basis | 50% | |||||
Total front fee | $ 350,000 | |||||
Over allotment | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||
Underwriting option period | 45 days | |||||
Number of units granted to underwriters | 1,500,000 | |||||
Price per share | $ 10 | |||||
Payment of underwriters' commissions | $ 300,000 | $ 2,000,000 |
Shareholders Equity - Preferred
Shareholders Equity - Preferred Stock (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
Shareholder's Equity | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Shareholders Equity - Common St
Shareholders Equity - Common Stock (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2022 | Feb. 08, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Temporary equity, shares outstanding | 11,500,000 | 0 | |
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20% | ||
Class A Common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 180,000,000 | 180,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 745,000 | 200,000 | |
Common stock, shares outstanding | 745,000 | 200,000 | |
Class B Common stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 2,875,000 | 2,875,000 | |
Common stock, shares outstanding | 2,875,000 | 2,875,000 | |
Common stock, shares subject to forfeiture (in shares) | 375,000 | ||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | ||
Class B Common stock | Founder Shares | |||
Class of Stock [Line Items] | |||
Common stock shares not subject to forfeiture | 375,000 |
Shareholders Equity - Warrants
Shareholders Equity - Warrants (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Warrants | |
Number of shares issuable per warrant (in shares) | shares | 1 |
Exercise price of warrants | $ 11.50 |
Warrants exercisable term after the completion of a business combination | 30 days |
Expiration term | 5 years |
Redemption price per warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of warrants | 30 days |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 |
Threshold trading days for redemption of warrants | 20 days |
Threshold consecutive trading days for redemption of warrants | 30 days |
Threshold number of trading days before sending notice of redemption to warrant holders | 3 days |
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 60% |
Threshold trading days for calculating Market Value | 20 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% |
Redemption period | 30 days |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 60 days |
Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | |
Warrants | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% |
Public Warrants | Class A Common stock | |
Warrants | |
Newly Issued Price (in dollars per share) | $ 9.20 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 116,323,892 | $ 0 |
Recurring | ||
Assets: | ||
Investments held in Trust Account | 116,323,892 | |
Level 1 | Recurring | ||
Assets: | ||
Investments held in Trust Account | $ 116,323,892 |