Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 18, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-41285 | |
Entity Registrant Name | ASPAC I ACQUISITION CORP | |
Entity Incorporation, State or Country Code | D8 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | Level 39, Marina Bay Financial CentreTower 210 Marina | |
Entity Address, City or Town | Boulevard | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 018983 | |
City Area Code | 65 | |
Local Phone Number | 6818 5796 | |
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 | 0001868775 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, with no par value, one-half of one redeemable warrant and one right to receive one-tenth of one Class A ordinary share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share | |
Trading Symbol | ASCAU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | ASCA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 8,694,000 | |
Redeemable Warrants Exercisable For Class Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | ASCAW | |
Security Exchange Name | NASDAQ | |
Rights included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights included as part of the units | |
Trading Symbol | ASCAR | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 726,078 | |
Deferred offering costs | $ 276,857 | |
Prepaid expenses | 248,413 | |
Total current assets | 974,491 | 276,857 |
Investments held in Trust Account | 69,696,531 | |
Total Assets | 70,671,022 | 276,857 |
Current liabilities: | ||
Accounts payable and accrued offering expenses | 92,963 | 36,059 |
Due to related party | 95,774 | |
Promissory note - related party | 400,000 | 218,048 |
Total current liabilities | 588,737 | 254,107 |
Deferred underwriting fee payable | 2,415,000 | |
Total Liabilities | 3,003,737 | 254,107 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, no par value; 100,000,000 shares authorized; 6,900,000 shares at accretion carrying value with redemption value of $10.10 per share | 57,878,928 | |
Shareholders' Deficit: | ||
Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 9,944,105 | 25,000 |
Accumulated deficit | (155,748) | (2,250) |
Total Shareholders' Equity | 9,788,357 | 22,750 |
Total Liabilities, Shares Subject to Redemption, and Shareholders' Equity | 70,671,022 | 276,857 |
Class A Common Stock | ||
Shareholders' Deficit: | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Shareholders' Deficit: | ||
Common stock | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0 | $ 0 |
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 shares, par value, (per share) | $ 0 | $ 0 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 1,794,000 | 1,725,000 |
Common shares, shares outstanding | 1,794,000 | 1,725,000 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0 | $ 0 |
Common shares, shares authorized | 100 | 100 |
Common shares, shares issued | 0 | 1 |
Common shares, shares outstanding | 0 | 1 |
Class A Common Stock Subject to Redemption | ||
Temporary Equity, Par or Stated Value Per Share | $ 0 | $ 0 |
Temporary Equity, Shares Authorized | 100,000,000 | 100,000,000 |
Temporary equity, shares outstanding | 6,900,000 | 6,900,000 |
Temporary Equity, Redemption Price Per Share | $ 10.10 | $ 10.10 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
General and administrative expenses | $ 160,030 |
Loss from operations | (160,030) |
Other income: | |
Interest earned on investment held in Trust Account | 6,531 |
Loss before income taxes | (153,499) |
Net loss | $ (153,499) |
Weighted average number of shares outstanding basic | shares | 1,756,000 |
Weighted average number of shares outstanding diluted | shares | 1,756,000 |
Basic net loss per share | $ / shares | $ (0.23) |
Diluted net loss per share | $ / shares | $ (0.23) |
Class A Common Stock Subject to Redemption | |
Other income: | |
Weighted average number of shares outstanding basic | shares | 3,100,000 |
Weighted average number of shares outstanding diluted | shares | 3,100,000 |
Basic net loss per share | $ / shares | $ 0.08 |
Diluted net loss per share | $ / shares | $ 0.08 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2022 - USD ($) | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 25,000 | $ (2,250) | $ 22,750 | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 1,725,000 | 1 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of public units in initial public offering | 69,000,000 | 69,000,000 | |||
Sale of public units in initial public offering (in shares) | 6,900,000 | (1) | |||
Sale of private placement warrants | 3,145,000 | 3,145,000 | |||
Underwriter commissions | (3,795,000) | (3,795,000) | |||
Offering costs | (551,966) | (551,966) | |||
Initial measurement of ordinary shares subject to possible redemption | (56,914,938) | (56,914,938) | |||
Accretion of ordinary shares to redemption value | (963,990) | (963,990) | |||
Net loss | (153,499) | (153,499) | |||
Balance at the end at Mar. 31, 2022 | $ 9,944,106 | $ (155,749) | $ 9,788,357 | ||
Balance at the end (in shares) at Mar. 31, 2022 | 1,794,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Representative shares (in shares) | 69,000 | ||||
Initial measurement of ordinary shares subject to possible redemption (in shares) | (6,900,000) |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (153,499) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on investment held in Trust Account | (6,531) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (248,413) |
Accounts payable and accrued expenses | 56,904 |
Net cash used in operating activities | (351,538) |
Cash Flows from Investing Activities: | |
Purchase of investment held in trust account | (69,690,000) |
Net cash used in investing activities | (69,690,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of public units through public offering | 69,000,000 |
Proceeds from sale of private placement warrants | 3,145,000 |
Payment of underwriters' commissions | (1,380,000) |
Payment of offering costs | (275,110) |
Proceeds from issuance of promissory note to related party | (277,726) |
Net cash provided in financing activities | 70,767,616 |
Net Change in Cash | 726,078 |
Cash at end of period | 726,078 |
Supplemental Disclosure of Non-cash Financing Activities | |
Deferred underwriters' commissions | 2,415,000 |
Initial measurement of ordinary shares subject to possible redemption | 56,914,938 |
Accretion of ordinary shares to redemption value | $ 963,990 |
Description of Organization and
Description of Organization and Business Operation | 3 Months Ended |
Mar. 31, 2022 | |
Description of Organization and Business Operation | |
Description of Organization and Business Operation | Note 1 – Description of Organization and Business Operation A SPAC I Acquisition Corp. (the “Company”) was incorporated in the British Virgin Islands on April 29, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share 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 the technology, media and telecom industries with a focus in the United States and Asia. As of March 31, 2022, the Company had not commenced any operations. All activity for the period from April 29, 2021 (inception) through March 31, 2022, relates to the Company’s formation and the initial public offering (“IPO”) described below. 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 (as defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO became effective on February 14, 2022. On February 17, 2022, the Company consummated the IPO of 6,000,000 units (which does not include the exercise of the over-allotment option by the underwriters in the IPO) at an offering price of $10.00 per unit (the “Units’), generating gross proceeds of $60,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with A SPAC (Holdings) Acquisition Corp. (the “Sponsor”), of 2,875,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant, generating total proceeds of $2,875,000. Upon the closing of the IPO on February 17, 2022, $60,600,000 ($10.10 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer& Trust as a trustee and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company granted the underwriter a 45-day option to purchase up to an additional 900,000 Units at the IPO price to cover over-allotments, if any. On February 25, 2022, the over-allotment option was exercised in full. A total of $9,090,000, comprised of the net proceeds of the Over-allotment Offering and proceeds from the Over-allotment Private Placement, was placed in the Trust Account. Offering costs were $4,918,415 including $1,380,000 of cash underwriting fees, $2,415,000, of deferred underwriting fees, the fair value of the representative shares of $571,448, and $551,967, of other offering costs. The Company will provide the holders of the outstanding Class A ordinary shares sold with the Units (the “Public 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. 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, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other 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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. The Company’s sponsor, officers and directors (the “Initial Shareholder”) has agreed not to propose an amendment to the Certificate 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. If the Company is unable to complete a Business Combination within 12 months from the closing of the IPO (the “Combination Period”) ((or up to 18 months from the closing of this offering if the Company extends the period of time to consummate a Business Combination), 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 Shareholder 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. 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) will be only $10.00 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 Consideration As of March 31, 2022, the Company had cash of $726,078 and a working capital of $385,754. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the Working Capital Loans, as defined below (see Note 5). In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on completing the IPO and subsequently identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. These accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Investments Held in Trust Account As of March 31, 2022, $69,696,531 were held in cash and investments in the 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. The estimated fair value of investments held in the Trust Account are determined using available market information. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $726,078 in cash and did not have any cash equivalents as of March 31, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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, common stock is classified as stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). Subsequently in March 2022, the Company changed its accounting method to accrete the changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument. The Company complies with accounting and disclosure requirements of ASC 250 “Accounting Changes and Error Corrections” which requires that an entity may voluntarily change an accounting principle only if it justifies the use of an allowable alternative accounting principle on the basis that it is preferable and meets criteria such as authoritative support, rationality and industry practice. The Company has adopted the accretion method starting its first quarter ending March 31, 2022 and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business Combination. Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income 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) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of March 31,2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following: For the Three Months Ended March 31, 2022 Net Loss $ (153,499) Accretion of ordinary shares subject to possible redemption to redemption value (963,990) Net loss including accretion of ordinary shares subject to possible redemption to redemption value $ (1,117,489) For the Three Months Ended March 31, 2022 Non- Redeemable redeemable shares shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of ordinary shares subject to possible redemption $ (713,389) $ (404,100) Accretion of ordinary shares subject to possible redemption to redemption value 963,990 — Allocation of net income (loss) $ 250,601 $ (404,100) Denominators: Weighted-average shares outstanding 3,100,000 1,756,000 Basic and diluted net income/(loss) per share $ 0.08 $ (0.23) Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument 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 instruments are outstanding. As discussed in Note 7, the Company determined that upon further review of the warrant agreement, management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022. The Company’s management determined that the British Virgin 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 British Virgin Islands. In accordance with British Virgin Islands 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. Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs were $4,918,415 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 – Initial Public Offering Pursuant to the IPO on February 17, 2022 and the full exercising of the over-allotment option on February 25, 2022, the Company sold 6,900,000 Units at a price of $10.00 per Unit. Each Unit and consists of one Class A Ordinary Share, three one All of the 6,900,000 Public Shares sold as part of the Units contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in accumulated deficit over an expected 12-month period leading up to a Business Combination. For the three months ended March 31, 2022 and 2021, the Company recorded $963,990 and $Nil |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 4 – Related Party Transactions Founder Shares On April 29, 2021, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, with no par value (“Class B ordinary shares”) for an aggregate price of $25,000. Founder Shares have been retroactively restated to reflect a share repurchase and subscription agreement pursuant to which on July 19, 2021, 2,874,999 Class B ordinary shares were repurchased and cancelled at an aggregate repurchase price of $25,000 or approximately $0.01 per share, resulting in one Class B ordinary share in issue after the repurchase. On the same day, we issued 2,300,000 Class A ordinary shares to our sponsor for an aggregate purchase price of $25,000, or approximately $0.01 per share. Subsequently, on January 14, 2022, the Company canceled 575,000 of such founder shares, resulting in 1,725,000 founder shares remaining outstanding (of which an aggregate of up to 225,000 shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter). The Initial Shareholder have agreed to forfeit up to 225,000 Class A ordinary shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the IPO. As a result of the underwriters’ election to fully exercise their over-allotment option on February 25, 2022, no Class A ordinary shares are currently subject to forfeiture. The Initial Shareholder will agree, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day after the initial Business Combination, or (y) 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. Promissory Note - Related Party On June 4, 2021, the Sponsor agreed to loan the Company an aggregate of up to $400,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the completion of the IPO. As of March 31, 2022, the Company had $400,000 of borrowings under the Note outstanding. The Note was fully repaid on April 26, 2022. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). 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 $1,150,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrant would be identical to the Private Placement Warrants. As of March 31, 2022, there were no Working Capital Loans outstanding. |
Private Placement Warrants
Private Placement Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement Warrants. | |
Private Placement Warrants | Note 5 – Private Placement Warrants Simultaneously with the closing of the IPO and the over-allotment, the Sponsor purchased an aggregate of 3,145,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $3,145,000. The Private Warrants are identical to the Public Warrants sold in the IPO, except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6 – Commitments & Contingencies Registration & Shareholder Rights The holders of the Founder Shares, the Private Placement Warrants, and any warrants that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Placement Warrants and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, the underwriter may not exercise its demand and “piggyback” registration rights after five seven Underwriting Agreement The Company granted Chardan, the representative of the underwriters a 45-day option from the date of the prospectus to purchase up to 900,000 additional Units to cover over-allotments, if any, at IPO price less the underwriting discounts and commissions. On February 25, 2022, the underwriter exercised its over-allotment option to purchase 900,000 Units, generating gross proceeds to the Company of $9,000,000 (see Note 9). The underwriters were paid a cash underwriting discount of $0.20 per unit, or $1,380,000 upon the closing of the IPO and over-allotment. In addition, the underwriters will be entitled to a deferred commission of $0.35 per unit, or $2,415,000, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Representative’s Ordinary Shares The Company issued to Chardan and/or its designees, an aggregate of 69,000 Class A ordinary shares “Representative Shares” at the closing of the IPO and over-allotment. The Representative Shares are identical to the public shares except that Maxim Group LLC has agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, Maxim Group LLC has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering 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 statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | Note 7—Shareholders’ Equity Recapitalization On July 19, 2021, 2,874,999 Class B ordinary shares were repurchased and cancelled at an aggregate repurchase price of $25,000 or approximately $0.01 per share, resulting in one Class B ordinary share in issue after the repurchase. On the same day, we issued 2,300,000 Class A ordinary shares to the sponsor for an aggregate purchase price of $25,000, or approximately $0.01 per share. Subsequently, on January 14, 2022, the sponsor surrendered for no consideration and we canceled 575,000 of such Class A ordinary shares, resulting in 1,725,000 Class A ordinary shares remaining outstanding (of which an aggregate of up to 225,000 Class A ordinary shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter). Ordinary shares Preference shares issued Class A Ordinary shares Class B Ordinary shares one Warrants Redemption of warrants when the price per ordinary shares equals or exceeds $16.50 Once the Warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, which the Company refers to as the “ 30-day redemption period”; and ● if, and only if, the last reported sale price (the “closing price”) of our ordinary shares equals or exceeds $16.50 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled “Description of Securities—Warrants—Public Warrants” for additional information. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share splits, share capitalization, share dividends, reorganizations, recapitalizations and the like. However, the Warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the Warrants may expire worthless. In addition, if the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 Securities — Redeemable Warrants” will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants (i) they will not be redeemable by the Company, (ii) they may be transferred, assigned or sold by the Sponsor to the Permitted Transferees and (iii) they may be exercised by the holders on a cashless basis. Rights one one The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the British Virgin Islands General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 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 as of March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Prices in Significant Other Significant Other March 31, Active Markets Observable Inputs Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 69,696,531 $ 69,696,531 — — The following table presents information about the Company’s equity instrument that are measured at fair value on a non-recurring basis at February 2, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2022 Level Equity instrument: Representative shares $ 571,448 3 The Company used several models (i.e., Monte Carlo, PWERM and Finnerty) to value the Representative Shares granted to Chardan. The key inputs were (i) risk-free rate of 1.02%, (ii) volatility of 7.9%, (iii) estimated term of 0.93 years, resulting in the fair value of the 69,000 representative shares was approximately $571,448 or $8.28 per share. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9 – Subsequent Events In accordance with ASC 855, “Subsequent Events”, the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based on this review, except the full repayment of the Note described in Note 4, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. These accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account As of March 31, 2022, $69,696,531 were held in cash and investments in the 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. The estimated fair value of investments held in the Trust Account are determined using available market information. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $726,078 in cash and did not have any cash equivalents as of March 31, 2022. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit. As of March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock 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, common stock is classified as stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). Subsequently in March 2022, the Company changed its accounting method to accrete the changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument. The Company complies with accounting and disclosure requirements of ASC 250 “Accounting Changes and Error Corrections” which requires that an entity may voluntarily change an accounting principle only if it justifies the use of an allowable alternative accounting principle on the basis that it is preferable and meets criteria such as authoritative support, rationality and industry practice. The Company has adopted the accretion method starting its first quarter ending March 31, 2022 and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business Combination. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income 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) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of March 31,2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following: For the Three Months Ended March 31, 2022 Net Loss $ (153,499) Accretion of ordinary shares subject to possible redemption to redemption value (963,990) Net loss including accretion of ordinary shares subject to possible redemption to redemption value $ (1,117,489) For the Three Months Ended March 31, 2022 Non- Redeemable redeemable shares shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of ordinary shares subject to possible redemption $ (713,389) $ (404,100) Accretion of ordinary shares subject to possible redemption to redemption value 963,990 — Allocation of net income (loss) $ 250,601 $ (404,100) Denominators: Weighted-average shares outstanding 3,100,000 1,756,000 Basic and diluted net income/(loss) per share $ 0.08 $ (0.23) |
Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument 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 instruments are outstanding. As discussed in Note 7, the Company determined that upon further review of the warrant agreement, management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022. The Company’s management determined that the British Virgin 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 British Virgin Islands. In accordance with British Virgin Islands 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. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs were $4,918,415 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Reconciliation of Net Income (Loss) per Share | For the Three Months Ended March 31, 2022 Net Loss $ (153,499) Accretion of ordinary shares subject to possible redemption to redemption value (963,990) Net loss including accretion of ordinary shares subject to possible redemption to redemption value $ (1,117,489) For the Three Months Ended March 31, 2022 Non- Redeemable redeemable shares shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of ordinary shares subject to possible redemption $ (713,389) $ (404,100) Accretion of ordinary shares subject to possible redemption to redemption value 963,990 — Allocation of net income (loss) $ 250,601 $ (404,100) Denominators: Weighted-average shares outstanding 3,100,000 1,756,000 Basic and diluted net income/(loss) per share $ 0.08 $ (0.23) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Quoted Prices in Significant Other Significant Other March 31, Active Markets Observable Inputs Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 69,696,531 $ 69,696,531 — — |
Schedule of equity instrument measured at fair value of non-recurring basis | March 31, 2022 Level Equity instrument: Representative shares $ 571,448 3 |
Description of Organization a_2
Description of Organization and Business Operation (Details) | Feb. 25, 2022USD ($)shares | Feb. 17, 2022USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesitemshares |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from issuance initial public offering | $ 69,000,000 | ||
Proceeds from sale of private placement warrants | 3,145,000 | ||
Offering costs | 4,918,415 | ||
Cash underwriting fees | 1,380,000 | ||
Deferred underwriting fees | 2,415,000 | ||
Aggregate purchase price | 69,000,000 | ||
Other offering costs | 551,967 | ||
Payments for investment of cash in Trust Account | $ 69,690,000 | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Period from the date of filing, company would have sufficient working capital and borrowing capacity to meet its needs | 12 months | ||
Months to complete acquisition | item | 18 | ||
Redemption period upon closure | 10 days | ||
Maximum Allowed Dissolution Expenses | $ 50,000 | ||
Cash | 726,078 | ||
Working Capital | $ 385,754 | ||
Chardan, the representative of the underwriters | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | shares | 900,000 | 900,000 | |
Proceeds from issuance initial public offering | $ 9,000,000 | ||
Aggregate purchase price | $ 571,448 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 2,875,000 | ||
Price of warrant | $ / shares | $ 1 | ||
Proceeds from sale of private placement warrants | $ 2,875,000 | ||
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price of warrant | $ / shares | $ 10.10 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | shares | 6,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from issuance initial public offering | $ 60,000,000 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | shares | 6,900,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | shares | 900,000 | ||
Proceeds from issuance initial public offering | $ 60,600,000 | ||
Price of warrant | $ / shares | $ 10.10 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Private Placement Warrants (in shares) | shares | 3,145,000 | ||
Price of warrant | $ / shares | $ 1 | ||
Proceeds from sale of private placement warrants | $ 3,145,000 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering, gross (in shares) | shares | 6,900,000 | ||
Proceeds from issuance initial public offering | $ 9,090,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Summary of Significant Accounting Policies | |
Cash and investments in the Trust Account | $ 69,696,531 |
Cash | 726,078 |
Cash equivalents | 0 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 |
Offering costs | $ 4,918,415 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Income (Loss) per Share (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Net loss | $ (153,499) |
Accretion of ordinary shares subject to possible redemption to redemption value | (963,990) |
Net loss including accretion of ordinary shares subject to possible redemption to redemption value | (1,117,489) |
Numerator: | |
Accretion of ordinary shares subject to possible redemption to redemption value | $ 963,990 |
Denominator: | |
Basic weighted average ordinary shares outstanding | shares | 1,756,000 |
Diluted weighted average ordinary shares outstanding | shares | 1,756,000 |
Basic net income/(loss) per ordinary share | $ / shares | $ (0.23) |
Diluted net income/(loss) per ordinary share | $ / shares | $ (0.23) |
Redeemable shares | |
Accretion of ordinary shares subject to possible redemption to redemption value | $ (963,990) |
Numerator: | |
Allocation of net loss including accretion of ordinary shares subject to possible redemption | (713,389) |
Accretion of ordinary shares subject to possible redemption to redemption value | 963,990 |
Allocation of net income (loss) | $ 250,601 |
Denominator: | |
Basic weighted average ordinary shares outstanding | shares | 3,100,000 |
Diluted weighted average ordinary shares outstanding | shares | 3,100,000 |
Basic net income/(loss) per ordinary share | $ / shares | $ 0.08 |
Diluted net income/(loss) per ordinary share | $ / shares | $ 0.08 |
Non-redeemable shares | |
Numerator: | |
Allocation of net loss including accretion of ordinary shares subject to possible redemption | $ (404,100) |
Allocation of net income (loss) | $ (404,100) |
Denominator: | |
Basic weighted average ordinary shares outstanding | shares | 1,756,000 |
Diluted weighted average ordinary shares outstanding | shares | 1,756,000 |
Basic net income/(loss) per ordinary share | $ / shares | $ (0.23) |
Diluted net income/(loss) per ordinary share | $ / shares | $ (0.23) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Feb. 17, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price, per unit | $ 10 | ||
Deferred underwriting fees | $ 2,415,000 | ||
Accretion of carrying value to redemption value | $ 963,990 | $ 0 | |
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 6,000,000 | ||
Purchase price, per unit | $ 10 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 6,900,000 | ||
Number of warrants in a unit | 0.75 | ||
Initial Public Offering | Public Warrants | Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Initial Public Offering | Public Right | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 0.1 | ||
Initial Public Offering | Public Right | Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 6,900,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Jan. 14, 2022shares | Jul. 19, 2021USD ($)$ / sharesshares | Apr. 29, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)item$ / sharesshares | Feb. 25, 2022shares | Dec. 31, 2021$ / sharesshares |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 69,000,000 | |||||
Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, par value, (per share) | $ / shares | $ 0 | $ 0 | ||||
Shares repurchased and cancelled | 575,000 | |||||
Common shares, shares outstanding | 1,725,000 | 1,794,000 | 1,725,000 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 1 | |||||
Common shares, par value, (per share) | $ / shares | $ 0.01 | $ 0 | $ 0 | |||
Aggregate purchase price | $ | $ 25,000 | |||||
Shares repurchased and cancelled | 2,874,999 | |||||
Common shares, shares outstanding | 0 | 1 | ||||
Over-allotment option | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | 0 | |||||
Founder Shares | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 2,875,000 | |||||
Common shares, par value, (per share) | $ / shares | $ 0 | |||||
Aggregate purchase price | $ | $ 25,000 | |||||
Shares repurchased and cancelled | 575,000 | |||||
Shares subject to forfeiture | 225,000 | |||||
Common shares, shares outstanding | 1,725,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||
Restrictions on transfer period of time after business combination completion | 6 months | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | item | 30 | |||||
Founder Shares | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 2,300,000 | |||||
Common shares, par value, (per share) | $ / shares | $ 0.01 | |||||
Aggregate purchase price | $ | $ 25,000 | |||||
Shares subject to forfeiture | 0 | |||||
Founder Shares | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 1 | |||||
Common shares, par value, (per share) | $ / shares | $ 0.01 | |||||
Aggregate purchase price | $ | $ 25,000 | |||||
Shares repurchased and cancelled | 2,874,999 | |||||
Founder Shares | Over-allotment option | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Shares subject to forfeiture | 225,000 |
Related Party Transactions - Pr
Related Party Transactions - Promissory Note Related Party and Working Capital Loans (Details) - USD ($) | Mar. 31, 2022 | Jun. 04, 2021 |
Related Party Transaction [Line Items] | ||
Working capital loan, outstanding | $ 0 | |
Promissory Note with Related Party | ||
Related Party Transaction [Line Items] | ||
Maximum borrowing capacity of related party promissory note | $ 400,000 | |
Outstanding balance of related party note | 400,000 | |
Related Party Loans | ||
Related Party Transaction [Line Items] | ||
Loan conversion agreement warrant | $ 1,150,000 | |
Related Party Loans | Working capital loans warrant | ||
Related Party Transaction [Line Items] | ||
Price of warrant | $ 1 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | Feb. 17, 2022 | Mar. 31, 2022 |
Proceeds from sale of private placement warrants | $ 3,145,000 | |
Private Placement Warrants | ||
Number of warrants to purchase shares issued | 2,875,000 | |
Price of warrants | $ 1 | |
Proceeds from sale of private placement warrants | $ 2,875,000 | |
Public Warrants | ||
Price of warrants | $ 10.10 | |
Private Placement | ||
Price of warrants | $ 10.10 | |
Private Placement | Private Placement Warrants | ||
Number of warrants to purchase shares issued | 3,145,000 | |
Price of warrants | $ 1 | |
Proceeds from sale of private placement warrants | $ 3,145,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Feb. 25, 2022USD ($)shares | Mar. 31, 2022USD ($)item$ / sharesshares |
Loss Contingencies [Line Items] | ||
Maximum number of demands for registration of securities | item | 3 | |
Period electing to exercise registration rights prior to the ordinary shares released from escrow | 3 months | |
Period for exercising demand registration rights | 5 years | |
Period for exercising piggybank registration rights | 7 years | |
Proceeds from issuance initial public offering | $ 69,000,000 | |
Deferred Underwriting Fee Payable | $ 2,415,000 | |
Chardan, the representative of the underwriters | ||
Loss Contingencies [Line Items] | ||
Sale of units in initial public offering, gross (in shares) | shares | 900,000 | 900,000 |
Proceeds from issuance initial public offering | $ 9,000,000 | |
Underwriting cash discount per unit | $ / shares | $ 0.20 | |
Underwriting fees | $ 1,380,000 | |
Deferred fee per unit | $ / shares | $ 0.35 | |
Deferred Underwriting Fee Payable | $ 2,415,000 | |
Number of shares issued | shares | 69,000 |
Shareholders' Equity - Recapita
Shareholders' Equity - Recapitalization (Details) - USD ($) | Jan. 14, 2022 | Jul. 19, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||
Aggregate purchase price | $ 69,000,000 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares repurchased and cancelled | 575,000 | |||
Common shares, par value (in dollars per share) | $ 0 | $ 0 | ||
Common shares, shares outstanding (in shares) | 1,725,000 | 1,794,000 | 1,725,000 | |
Class A Common Stock | Sponsor | ||||
Class of Stock [Line Items] | ||||
Aggregate purchase price | $ 25,000 | |||
Common shares, par value (in dollars per share) | $ 0.01 | |||
Number of shares issued | 2,300,000 | |||
Class A Common Stock | Maximum | ||||
Class of Stock [Line Items] | ||||
Shares subject to forfeiture | 225,000 | 225,000 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares repurchased and cancelled | 2,874,999 | |||
Aggregate purchase price | $ 25,000 | |||
Common shares, par value (in dollars per share) | $ 0.01 | $ 0 | $ 0 | |
Number of shares issued | 1 | |||
Common shares, shares outstanding (in shares) | 0 | 1 |
Shareholders' Equity - Preferre
Shareholders' Equity - Preferred Stock Shares (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Shareholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Equity - Ordinary
Shareholders' Equity - Ordinary Shares (Details) | 3 Months Ended | ||||
Mar. 31, 2022Vote$ / sharesshares | Feb. 25, 2022shares | Jan. 14, 2022shares | Dec. 31, 2021$ / sharesshares | Jul. 19, 2021$ / shares | |
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0 | $ 0 | |||
Common shares, shares issued (in shares) | 1,794,000 | 1,725,000 | |||
Common shares, shares outstanding (in shares) | 1,794,000 | 1,725,000 | 1,725,000 | ||
Class A common stock subject to possible redemption, issued (in shares) | 6,900,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
Class A Common Stock | Over-allotment option | |||||
Class of Stock [Line Items] | |||||
Shares subject to forfeiture | 0 | ||||
Class A Common Stock | Maximum | |||||
Class of Stock [Line Items] | |||||
Shares subject to forfeiture | 225,000 | 225,000 | |||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized (in shares) | 100 | 100 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0.01 | ||
Common shares, votes per share | Vote | 1 | ||||
Common shares, shares issued (in shares) | 0 | 1 | |||
Common shares, shares outstanding (in shares) | 0 | 1 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants (Details) | 3 Months Ended |
Mar. 31, 2022item$ / sharesshares | |
Warrants outstanding | shares | 3,145,000 |
Warrants exercisable term from the completion of business combination | 12 months |
Warrants exercisable for cash | shares | 0 |
Public Warrants expiration term | 5 years |
Redemption Of Warrant Price Per Share Equals Or Exceeds 16.50 [Member] | |
Share Price | $ 0.01 |
Percentage of gross proceeds on total equity proceeds | 60.00% |
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% |
Percentage of adjustment of redemption price of stock based on market value. | 165.00% |
Stock price trigger for redemption of public warrants | $ 9.20 |
Redemption price per public warrant (in dollars per share) | $ 16.50 |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Threshold number of business days before sending notice of redemption to warrant holders | item | 20 |
Threshold trading days for redemption of public warrants | item | 30 |
Threshold trading days for redemption of public warrants | 20 days |
Shareholders' Equity - Rights (
Shareholders' Equity - Rights (Details) | Mar. 31, 2022shares |
Company not surviving company in a business combination | |
Number of shares per warrant | 0.05 |
Company surviving company in a business combination | |
Number of shares per warrant | 0.1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Mar. 31, 2022USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 69,696,531 |
Recurring | |
Assets: | |
Marketable securities held in Trust Account | 69,696,531 |
Level 1 | Recurring | |
Assets: | |
Marketable securities held in Trust Account | $ 69,696,531 |
Fair Value Measurements - Compa
Fair Value Measurements - Company's equity instrument measured at fair value on nonrecurring basis (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Aggregate purchase price | $ 69,000,000 |
Representative shares | Level 3 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |
Aggregate purchase price | $ 571,448 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Aggregate purchase price | $ 69,000,000 |
Chardan, the representative of the underwriters | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free rate | 1.02% |
Volatility | 7.90% |
Estimated term | 11 months 4 days |
Aggregate purchase price | $ 571,448 |
Number of shares issued | shares | 69,000 |
Share Price | $ / shares | $ 8.28 |