Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41344 | |
Entity Registrant Name | METAL SKY STAR ACQUISITION CORPORATION | |
Entity Central Index Key | 0001882464 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 132 West 31st Street | |
Entity Address, Address Line Two | First Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 332 | |
Local Phone Number | 237-6141 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 14,705,000 | |
Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right | ||
Title of 12(b) Security | Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right | |
Trading Symbol | MSSAU | |
Security Exchange Name | NASDAQ | |
Ordinary Shares, $0.001 par value | ||
Title of 12(b) Security | Ordinary Shares, $0.001 par value | |
Trading Symbol | MSSA | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | MSSAW | |
Security Exchange Name | NASDAQ | |
Rights to receive one-tenth (1/10th) of one Ordinary Share | ||
Title of 12(b) Security | Rights to receive one-tenth (1/10th) of one Ordinary Share | |
Trading Symbol | MSSAR | |
Security Exchange Name | NASDAQ |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash in escrow | $ 54,128 | $ 95,978 | |
Deferred offering costs | 357,515 | 236,522 | |
TOTAL ASSETS | 411,643 | 332,500 | |
Current liabilities: | |||
Accrued expenses | 3,550 | 800 | |
Accrued offering costs | 111,493 | 31,550 | |
Promissory note payable to related party | 300,000 | 300,000 | |
Total Current Liabilities | 415,043 | 332,350 | |
TOTAL LIABILITIES | 415,043 | 332,350 | |
Shareholder’s Equity (Deficit): | |||
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 2,875,000 and 2,875,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 respectively | [1] | 2,875 | 2,875 |
Additional paid-in capital | 22,125 | 22,125 | |
Accumulated deficit | (28,400) | (24,850) | |
Total Shareholder’s Equity (Deficit) | (3,400) | 150 | |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY (DEFICIT) | $ 411,643 | $ 332,500 | |
[1] | Includes an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. See Note 5. |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value | $ 0.001 | $ 0.001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 2,875,000 | 2,875,000 |
Ordinary shares, shares outstanding | 2,875,000 | 2,875,000 |
STATEMENT OF OPERATIONS (Unaudi
STATEMENT OF OPERATIONS (Unaudited) | 3 Months Ended | |
Mar. 31, 2022USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||
Operating costs | $ 3,550 | |
Loss from operations | (3,550) | |
Operating loss | (3,550) | |
Income (loss) before income taxes | (3,550) | |
NET INCOME (LOSS) | $ (3,550) | |
Basic and diluted weighted average shares outstanding | shares | 2,500,000 | [1] |
Basic and diluted net income per ordinary shares subject to possible redemption | $ / shares | $ 0 | |
[1] | Excludes an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. See Note 5. |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Beginning balance, value at May. 04, 2021 | |||||
Beginning balance, Shares at May. 04, 2021 | |||||
Issuance of Founder Share to Sponsor | $ 1,438 | 23,562 | 25,000 | ||
Issuance of founder shares to sponsor, Shares | 1,437,501 | ||||
Cancellation of Founder Share to Sponsor | $ 0 | 0 | |||
Cancellation of Founder Share to Sponsor, Shares | (1) | ||||
Repurchase of Founder Share | $ (1,438) | (23,562) | (25,000) | ||
Repurchase of Founder Share, shares | (1,437,500) | ||||
Issuance of Founder Shares to Sponsor | [1] | $ 2,875 | 22,125 | 25,000 | |
Issuance of founder shares to sponsor, Shares | [1] | 2,875,000 | |||
Net loss | (24,850) | (24,850) | |||
Ending balance, value at Dec. 31, 2021 | $ 2,875 | 22,125 | (24,850) | 150 | |
Ending balance, Shares at Dec. 31, 2021 | 2,875,000 | ||||
Net loss | (3,550) | (3,550) | |||
Ending balance, value at Mar. 31, 2022 | $ 2,875 | $ 22,125 | $ (28,400) | $ (3,400) | |
Ending balance, Shares at Mar. 31, 2022 | 2,875,000 | ||||
[1] | Includes an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. See Note 5. |
STATEMENT OF CASH FLOWS (Unaudi
STATEMENT OF CASH FLOWS (Unaudited) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Cash flows from operating activities | |
Net loss | $ (3,550) |
Net changes in operating assets and liabilities | |
Deferred offering costs | (120,993) |
Accrued offering costs | 82,693 |
Net Cash used in operating activities | (41,850) |
NET CHANGE IN CASH | (41,850) |
Cash, beginning of period | 95,978 |
Cash, end of period | 54,128 |
Supplement disclosure of non-cash investing and financing Activities: | |
Offering costs included in accrued offering costs | $ 82,693 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Metal Sky Star Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 5, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company’s efforts in identifying prospective target businesses will not be limited to a particular geographic region. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is M-Star Management Corporation, a British Virgin Islands incorporated company (the “Sponsor”). At March 31, 2022, the Company had not yet commenced any operations. All activity through March 31, 2022 relates to the Company’s formation and the proposed initial public offering (“IPO”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year-end. The Company will have 9 months from the closing of the IPO (or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) to consummate a Business Combination (the “Combination Period”). If the Company fails to consummate a Business Combination within the Combination Period, it will trigger its automatic winding up, liquidation and subsequent dissolution pursuant to the terms of the Company’s amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution. The Company’s IPO was declared effective on M 11,500,000 1,500,000 10.00 115,000,000 The Trust Account As of April 5, 2022, a total of $ 115,682,250 115,000,000 The funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in United States government treasuries. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation. Liquidity and Capital Resources The registration statement for the IPO (as described in Note 3) was declared effective on March 31, 2022. On April 5, 2022, the Company consummated the IPO of 11,500,000 10.00 115,000,000 Simultaneously with the consummation of the IPO, the Company sold to its Sponsor 330,000 10.00 3,300,000 Offering costs amounted to $ 5,704,741 2,300,000 2,875,000 529,741 25,000 115,682,250 As of March 31, 2022, the Company had $ 54,128 In September 2021, the Company repurchased 1,437,500 25,000 2,875,000 25,000 375,000 The 2,875,000 375,000 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial 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 Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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 March 31, 2022. The Company have cash held in escrow $ 54,128 95,978 Deferred Offering Costs Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that directly related to the IPO. As of April 5, 2021, offering costs amounted to $ 5,704,741 2,300,000 2,875,000 529,741 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” 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 Topic 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with 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. As such, the Company’s tax provision was zero for the periods presented. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. For three months ended as pf March 31, 2022, weighted average shares were reduced for the effect of an aggregate of 375,000 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently Issued Accounting Standards 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. Warrant The Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants will be classified in shareholders’ equity. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is 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 is 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, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On April 5, 2022, the Company sold 11,500,000 1,500,000 10.00 115,000,000 The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to an additional 1,500,000 1,500,000 10.00 15,000,000 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT The Sponsor has committed to purchase an aggregate of 300,000 330,000 10.00 3,000,000 3,300,000 3,300,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In May 2021, Harneys Fiduciary (Cayman) Limited transferred one ordinary share to the Sponsor for par value. On July 5, 2021 the Company redeemed the one share for par value and the Sponsor purchased 1,437,500 25,000 The 1,437,500 187,500 In September 2021, the Company repurchased 1,437,500 25,000 2,875,000 25,000 375,000 Promissory Note — Related Party On June 15, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 300,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares 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. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On August 10, 2021, the Company engaged Ladenburg Thalmann & Co. Inc. as its underwriter. The Company will grant the underwriters a 45-day option to purchase up to 1,500,000 Ladenburg Thalmann has agreed to revise the warrant agreement that the warrant is exercisable on the later of one year after the closing of this offering or the consummation of an initial business combination. The underwriters will be entitled to a cash underwriting discount of: (i) two percent ( 2.00 2,000,000 2,300,000 2.50 2,500,000 2,875,000 Professional Fees The Company has paid professional fees of $ 25,000 150,000 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Warrants | |
WARRANTS | NOTE 7. WARRANTS Pursuant to the IPO, the Company intends to offer for sale 10,000,000 10.00 100,000,000 115,000,000 11.50 Our sponsor has committed to purchase from us an aggregate of 300,000 330,000 10.00 3,000,000 3,300,000 All of the proceeds we receive from this private placement of units will be added to the proceeds from this offering to pay for the expenses of this offering and to be held in the trust account. If we do not complete our initial business combination within 9 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the time to complete a business combination, as described in more detail in this prospectus), the proceeds of the sale of the private units will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private units (and underlying securities) will be worthless. Our sponsor has agreed to waive its redemption rights with respect to any shares underlying the private units (i) in connection with the consummation of a business combination, (ii) in connection with a shareholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our initial business combination within 9 months from the completion of this offering (or up to 21 months from the closing of this offering if we extend the time to complete a business combination, as described in more detail in this prospectus) or with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) if we fail to consummate a business combination within 9 months from the completion of this offering (or up to 21 months from the closing of this offering if we extend the time to complete a business combination, as described in more detail in this prospectus) or if we liquidate prior to the expiration of the 21 month period. However, our sponsor will be entitled to redemption rights with respect to any public shares it holds if we fail to consummate a business combination or liquidate within the 21 month period. The private units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination except to permitted transferees. |
SHAREHOLDER_S EQUITY
SHAREHOLDER’S EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SHAREHOLDER’S EQUITY | NOTE 8. SHAREHOLDER’S EQUITY Ordinary Shares — The Company is authorized to issue 50,000,000 0.001 Holders of the ordinary shares are entitled to one vote for each ordinary share. 2,875,000 375,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to Ma 1) The Company consummated its IPO on April 5, 2022, consisting of 11,500,000 1,500,000 Each Public Unit consists of one ordinary share, $ 0.001 th 11.50 10.00 115,000,000 2) Simultaneously with the closing of the IPO and the sale of the Public Units, the Company consummated the private placement of 330,000 units, at a price of $ 10.00 per Private Placement Unit, with M-Star Management Corporation, British Virgin Islands exempted company, pursuant to a Private Placement Unit Purchase Agreement by and between the Company and the Sponsor. The Private Placement generated aggregate gross proceeds of $ 3,300,000 . The promissory note to the Sponsor, with an outstanding principal amount of $ 300,000 as of March 31, 2022 was repaid. The related party loan balance as of April 5, 2022 was nil. 3) As of April 5, 2022, a total of $ 115,000,000 2,875,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 March 31, 2022. The Company have cash held in escrow $ 54,128 95,978 |
Deferred Offering Costs | Deferred Offering Costs Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that directly related to the IPO. As of April 5, 2021, offering costs amounted to $ 5,704,741 2,300,000 2,875,000 529,741 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” 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 Topic 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with 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. As such, the Company’s tax provision was zero for the periods presented. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. For three months ended as pf March 31, 2022, weighted average shares were reduced for the effect of an aggregate of 375,000 |
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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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. |
Warrant | Warrant The Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants will be classified in shareholders’ equity. |
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is 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 is 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, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | Apr. 05, 2022 | Jul. 05, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash in escrow | $ 54,128 | $ 95,978 | |||
Shares issued during the period, value | $ 25,000 | ||||
Founder [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock repurchased during period, shares | 1,437,500 | 1,437,500 | |||
Stock repurchased during period, value | $ 25,000 | ||||
Ordinary shares subject to forfeiture | 187,500 | ||||
Sponsor [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Shares issued during the period, shares | 2,875,000 | ||||
Shares issued during the period, value | $ 25,000 | ||||
Over-Allotment Option [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Ordinary shares subject to forfeiture | 375,000 | ||||
Subsequent Event [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Proceeds from IPO and Private Placement | $ 115,682,250 | ||||
Escrow cash transfered | 115,000,000 | ||||
Subscription of ordinary shares | $ 25,000 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Sale of units in initial public offering | 11,500,000 | ||||
Sale of units per share | $ 10 | ||||
Sale of units in initial public offering aggragate amount | $ 115,000,000 | ||||
Offering costs | 5,704,741 | ||||
Underwriting fees | 2,300,000 | ||||
Deferred underwriting fees | 2,875,000 | ||||
Other offering costs | $ 529,741 | ||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Sale of units in initial public offering | 330,000 | ||||
Sale of units per share | $ 10 | ||||
Sale of units in initial public offering aggragate amount | $ 3,300,000 | ||||
Subsequent Event [Member] | Over-Allotment Option [Member] | Underwriters [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Sale of units in initial public offering | 1,500,000 | ||||
Sale of units per share | $ 10 | ||||
Sale of units in initial public offering aggragate amount | $ 15,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Apr. 05, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Cash in escrow | $ 54,128 | $ 95,978 | |
Unrecognized tax benefits | 0 | 0 | |
Accrued for interest and penalties | $ 0 | $ 0 | |
Over-Allotment Option [Member] | |||
Subsequent Event [Line Items] | |||
Ordinary shares subject to forfeiture | 375,000 | ||
Subsequent Event [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Offering costs | $ 5,704,741 | ||
Underwriting fees | 2,300,000 | ||
Deferred underwriting fees | 2,875,000 | ||
Other offering costs | $ 529,741 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - Subsequent Event [Member] | Apr. 05, 2022USD ($)$ / sharesshares |
IPO [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 11,500,000 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 115,000,000 |
Over-Allotment Option [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 330,000 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 3,300,000 |
Over-Allotment Option [Member] | Underwriters [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 1,500,000 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 15,000,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Subsequent Event [Member] | Apr. 05, 2022USD ($)$ / sharesshares |
Private Placement [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 300,000 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering aggragate amount | $ 3,000,000 |
Over-Allotment Option [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 330,000 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering aggragate amount | $ 3,300,000 |
IPO [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 11,500,000 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering aggragate amount | $ 115,000,000 |
IPO [Member] | Sponsor [Member] | |
Subsequent Event [Line Items] | |
Proceeds from private placement | $ 3,300,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Apr. 05, 2022 | Jul. 05, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 15, 2021 |
Related Party Transaction [Line Items] | ||||||
Shares issued during the period, value | $ 25,000 | |||||
Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Loan repaid | $ 300,000 | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Ordinary shares subject to forfeiture | 375,000 | |||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Value of shares forfeited | $ 25,000 | |||||
Number of shares forfeited | 1,437,500 | |||||
Shares issued during the period, shares | 2,875,000 | |||||
Shares issued during the period, value | $ 25,000 | |||||
Principal amount | $ 300,000 | |||||
Founder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock repurchased during period, shares | 1,437,500 | 1,437,500 | ||||
Ordinary shares subject to forfeiture | 187,500 | |||||
Stock repurchased during period, value | $ 25,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Apr. 05, 2022 | Mar. 31, 2022 |
Subsequent Event [Line Items] | ||
Professional fees | $ 25,000 | |
Public offering closing Price | 150,000 | |
Over-Allotment Option [Member] | Ladenburg Thalmann [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from Initial Public Offering | 2,300,000 | |
Gross proceeds from Initial Public Offering | $ 2,875,000 | |
IPO [Member] | ||
Subsequent Event [Line Items] | ||
Percentage of cash underwritng commission | 2.00% | |
Proceeds from Initial Public Offering | $ 2,000,000 | |
Percentage of underwriting deferred Commission | 2.50% | |
Gross proceeds from Initial Public Offering | $ 2,500,000 | |
Subsequent Event [Member] | Over-Allotment Option [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units in initial public offering | 330,000 | |
Subsequent Event [Member] | Over-Allotment Option [Member] | Ladenburg Thalmann [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units in initial public offering | 1,500,000 | |
Subsequent Event [Member] | IPO [Member] | ||
Subsequent Event [Line Items] | ||
Sale of units in initial public offering | 11,500,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Subsequent Event [Member] | Apr. 05, 2022USD ($)$ / sharesshares |
IPO [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 11,500,000 |
Sale of units per share | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 115,000,000 |
Warrants exercise price | $ 11.50 |
IPO [Member] | Warrants [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 10,000,000 |
Sale of units per share | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 100,000,000 |
Warrants exercise price | $ 11.50 |
Over-Allotment Option [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 330,000 |
Sale of units per share | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 3,300,000 |
Over-Allotment Option [Member] | Warrants [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering aggragate amount | $ | $ 115,000,000 |
Private Placement [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 300,000 |
Sale of units per share | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 3,000,000 |
SHAREHOLDER_S EQUITY (Details N
SHAREHOLDER’S EQUITY (Details Narrative) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, voting rights | Holders of the ordinary shares are entitled to one vote for each ordinary share. | |
Common Stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Ordinary shares subject to forfeiture | 375,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Apr. 05, 2022USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Repayments of Debt | $ | $ 300,000 |
Underwriter's deferred discount | $ | $ 2,875,000 |
IPO [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 11,500,000 |
Share price | $ / shares | $ 0.001 |
Warrants exercise price | $ / shares | 11.50 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 115,000,000 |
Over-Allotment Option [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 330,000 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 3,300,000 |
Over-Allotment Option [Member] | Underwriters [Member] | |
Subsequent Event [Line Items] | |
Sale of units in initial public offering | shares | 1,500,000 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 15,000,000 |