Document And Entity Information
Document And Entity Information - USD ($) | 6 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | AIB Acquisition Corp | ||
Trading Symbol | AIB | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001882963 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-41230 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 875 Third Avenue | ||
Entity Address, Address Line Two | Suite M204A | ||
Entity Address, State or Province | NY | ||
Entity Address, City or Town | New York | ||
Entity Address, Postal Zip Code | 10022 | ||
City Area Code | (212) | ||
Local Phone Number | 380-8128 | ||
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 1195 | ||
Auditor Name | UHY LLP | ||
Auditor Location | New York | ||
Class A Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 9,095,975 | ||
Class B Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 2,156,250 |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) | |
CURRENT ASSETS | ||
Cash | $ 45,370 | |
Total current assets | 45,370 | |
OTHER ASSETS | ||
Deferred offering costs | 276,747 | |
Total other assets | 276,747 | |
TOTAL ASSETS | 322,117 | |
CURRENT LIABILITIES | ||
Accounts payable | 16,642 | |
Accrued offering costs | 31,252 | |
Note payable - related party | 272,500 | |
Total current liabilities | 320,394 | |
TOTAL LIABILITIES | 320,394 | |
SHAREHOLDER’S EQUITY | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A ordinary shares; $0.0001 par value; 50,000,000 shares authorized; none issued and outstanding | ||
Class B ordinary shares; $0.0001 par value; 3,000,000 shares authorized; 2,156,250 shares issued and outstanding | 215 | [1] |
Additional paid-in capital | 24,785 | |
Other | (23,277) | |
Total shareholder’s equity | 1,723 | |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | $ 322,117 | |
[1] | This number includes an aggregate of up to 281,250 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Ordinary Shares | |
Ordinary stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary stock, shares authorized | 50,000,000 |
Ordinary stock, shares issued | |
Ordinary stock, shares outstanding | |
Class B Ordinary Shares | |
Ordinary stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary stock, shares authorized | 3,000,000 |
Ordinary stock, shares issued | 2,156,250 |
Ordinary stock, shares outstanding | 2,156,250 |
Statement of Operations
Statement of Operations | 6 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | ||
EXPENSES | ||
General and administrative expenses | $ 23,277 | |
Total expenses | 23,277 | |
NET LOSS | $ (23,277) | |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED (in Shares) | shares | 2,156,250 | [1] |
BASIC AND DILUTED NET LOSS PER SHARE (in Dollars per share) | $ / shares | $ (0.01) | |
[1] | This number excludes an aggregate of up to 281,250 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). |
Statement of Changes in Shareho
Statement of Changes in Shareholder’s Equity - 6 months ended Dec. 31, 2021 - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional paid-in capital | Accumulated deficit | Total | |
Balance at Jun. 17, 2021 | ||||||
Balance (in Shares) at Jun. 17, 2021 | ||||||
Issuance of ordinary shares to Sponsor | [1] | $ 215 | 24,785 | 25,000 | ||
Issuance of ordinary shares to Sponsor (in Shares) | [1] | 2,156,250 | ||||
Net loss | (23,277) | (23,277) | ||||
Balance at Dec. 31, 2021 | $ 215 | $ 24,785 | $ (23,277) | $ 1,723 | ||
Balance (in Shares) at Dec. 31, 2021 | 2,156,250 | |||||
[1] | This number includes an aggregate of up to 281,250 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). |
Statement of Cash Flows
Statement of Cash Flows | 6 Months Ended |
Dec. 31, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (23,277) |
Changes in operating assets and liabilities: | |
Accounts payable | 16,642 |
Net cash flows used in operating activities | (6,635) |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Payment of deferred offering costs | (172,995) |
Proceeds from notes payable - related party | 225,000 |
Net cash flows provided by financing activities | 52,005 |
NET CHANGE IN CASH | 45,370 |
CASH, BEGINNING OF THE PERIOD | |
CASH, END OF THE PERIOD | 45,370 |
Supplemental disclosure of noncash activities: | |
Deferred offering cost paid by the Sponsor in exchange for the issuance of Class B ordinary shares | 25,000 |
Deferred offering costs paid by note payable – related party | 47,500 |
Deferred offering costs included in accrued offering costs | $ 31,252 |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations and Liquidity | Note 1 — Description of Organization and Business Operations and Liquidity AIB Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 18, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, although the Company intends to focus on business in the fintech industry. Notwithstanding the foregoing, we will not pursue a target business that is headquartered in, or conducts a majority of its business in, China or Hong Kong. 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. As of December 31, 2021, the Company had not commenced any operations. All activity from June 18, 2021 (inception) through December 31, 2021, relates to the Company’s formation and Initial Public Offering ( “IPO” “Units” “Class A ordinary shares” “Public Shares” Simultaneously with the closing of the IPO, the Company consummated the sale of 355,000 private placement units (“ Private Placement Units Sponsor “Maxim” Simultaneously with the closing of the IPO and the sale of the Private Placement Units, the Company consummated the closing of the sale of 1,125,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“ Overallotment Units Offering costs for the IPO and Overallotment Units amounted to $5,941,695, consisting of $1,725,000 of underwriting fees, $3,018,750 of deferred underwriting fees payable (which are held in the Trust Account (defined below)), $56,000 for the underwriter’s unit purchase option (see Note 6), $598,000 for the issuance of representative shares to the underwriters (see Note 7) and $543,945 of other costs. As described in Note 6, the $3,018,750 of deferred underwriting fees payable is contingent upon the consummation of a Business Combination by January 21, 2023, subject to the terms of the underwriting agreement. Following the closing of the IPO and Overallotment Units, $87,112,500 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO, Overallotment Units, and the Private Placement Units were placed in a trust account (“ Trust Account Investment Company Act The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, management has agreed that $10.10 per Unit sold in the Initial Public Offering, including proceeds of the sale of the Private Placement Units, will be held in a trust account (“ Trust Account The Company will provide the holders of the outstanding Public Shares (the “ Public Shareholders The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under 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 Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“ SEC Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination. The Company has 12 months from the closing of the IPO (until January 21, 2023) to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $750,000, or $862,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), up to an aggregate of $2,250,000 (or $2,587,500 if the underwriters’ over-allotment option is exercised in full), or $0.30 per Public Share, on or prior to the date of the applicable deadline, for each extension. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.10 per share. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering 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 endeavouring to have all vendors, service providers (other than the Company’s independent auditors), 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. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of December 31, 2021, the Company had $45,370 in its operating bank accounts, and working capital deficit of 275,024. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through one year from the date of this filing, and therefore substantial doubt has been alleviated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2021 | |
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 in conformity with accounting principles generally accepted in the United States of America (“ U.S. GAAP 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 of 2002, 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 had $45,370 in cash and did not have any cash equivalents as of December 31, 2021. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to shareholder’s equity upon the completion of the Initial Public Offering. The Company has incurred $276,747 of deferred offering costs as of December 31, 2021. 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 of $250,000. As of December 31, 2021 the Company has not experienced losses on these accounts 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 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is a Cayman Islands exempted company 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 period presented. Net Loss per Ordinary Share Net loss per ordinary 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. Weighted average shares were reduced for the effect of an aggregate of 281,250 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2021, 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. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on June 18, 2021 (inception). Adoption of the ASU did not impact the Company’s 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 statement. |
Initial Public Offering and Ove
Initial Public Offering and Over-Allotment | 6 Months Ended |
Dec. 31, 2021 | |
Regulated Operations [Abstract] | |
Initial Public Offering and Over-Allotment | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the closing of IPO on January 21, 2022, the Company sold 8,625,000 Units (including 1,125,000 Overallotment Units) at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares and one right (the “ Public Rights |
Private Placement
Private Placement | 6 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement On January 21, 2022, simultaneously with the consummation of the IPO and sale of the Overallotment Units, the Company consummated the issuance and sale of 388,750 Private Placement Units (including 33,750 Private Placement Units purchased simultaneously with the Overallotment Units) in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,887,500 to the Sponsor (345,625 Private Placement Units) and Maxim (43,125 Private Placement Units). Each Private Placement Unit consists of one share of Class A ordinary shares and one right (the “Private Placement Rights”). Each Private Placement Right will entitle the holder thereof to receive one-tenth (1/10) of one Class A ordinary (“Private Placement Share”) share upon the consummation of a Business Combination. A portion of the proceeds from the Private Placement Units 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 Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and any underlying securities will be worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On July 30, 2021, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 (“Class B ordinary shares”) for an aggregate price of $25,000. (See Note 7). On September 13, 2021, the Company effected a 0.5-for-1 split of the Company’s Class B ordinary shares, such that the Sponsor owned 2,156,250 Founder Shares. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 7. Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment, at any time. The Initial Shareholders agreed to forfeit up to 281,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. Since the overallotment option was exercised in full, the 281,250 Founder Shares are no longer subject to forfeiture The Sponsor has agreed, 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 a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement The Company intends to pay the Sponsor a fee of up to $10,000 per month for the use of office and administrative support services following the consummation of the IPO until the earlier of the consummation of the Business combination or liquidation for office space and administrative services. As of December 31, 2021, no amounts have been paid under this agreement. Promissory Note – Related Party On July 30, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note became payable on IPO. The Note is non-interest bearing. On December 31, 2021, the balance outstanding on the Note was $272,500 which was subsequently repaid on January 21, 2022. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, 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 Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $862,500 ($0.10 per Public Share or an aggregate of $2,587,500), on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would be paid upon consummation of a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units and units that may be issued upon conversion of the 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 Initial Public Offering. The holders of a majority of these securities will be entitled to make up to three 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However the registration rights provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,125,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On January 21, 2022, the underwriters fully exercised their over-allotment option and purchased 1,125,000 Units at $10.00 per Unit. The underwriters were paid an underwriting discount of $0.20 per unit, or $1,725,000 in the aggregate (including the Overallotment Units), upon the closing of the IPO. An additional $0.35 per unit, or $3,018,750 in the aggregate, is payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Right of First Refusal Subject to certain conditions, the Company granted Maxim Group LLC, for a period beginning on the closing of the Initial Public Offering and ending 18 months after the date of the consummation of a Business Combination, a right of first refusal to act as lead left book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics, for any and all future public and private equity, convertible and debt offerings for the Company or any of the Company’s successors or subsidiaries. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the Initial Public Offering. Unit Purchase Option The Company sold to the underwriters, for $100, an option to purchase up to a total of 431,250 Units exercisable, in whole or in part, at $11.00 per Unit, commencing on the consummation of our initial Business Combination (the “Unit Purchase Option” The Company accounted for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to shareholder’s deficit. The Company estimated the fair value of Unit Purchase Option to be $56,000 based a binomial model. |
Shareholder's Equity
Shareholder's Equity | 6 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholder’s Equity | Note 7 — Shareholder’s Equity Preference Shares — Class A Ordinary shares Class B Ordinary shares Holders of shares of Class A ordinary shares and shares of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders. The shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the IPO plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B ordinary shares into an equal number of shares of Class A ordinary shares, subject to adjustment as provided above, at any time. Rights 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 local 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — 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 and determined that there have been no events that have occurred that would require adjustments to or disclosures in the financial statement. Following the closing of the IPO and Over allotment on January 21, 2021, an amount of $87,112,500 from the net proceeds of the sale of the Units in the IPO and the Private Placement was placed in a trust account. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
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 |
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 of 2002, 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 had $45,370 in cash and did not have any cash equivalents as of December 31, 2021. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to shareholder’s equity upon the completion of the Initial Public Offering. The Company has incurred $276,747 of deferred offering costs as of December 31, 2021. |
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 of $250,000. As of December 31, 2021 the Company has not experienced losses on these accounts 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 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is a Cayman Islands exempted company 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 period presented. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share Net loss per ordinary 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. Weighted average shares were reduced for the effect of an aggregate of 281,250 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At December 31, 2021, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on June 18, 2021 (inception). Adoption of the ASU did not impact the Company’s 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 statement. |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Jan. 21, 2022 | |
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | ||
Sale of stock price per share (in Dollars per share) | $ 10.1 | |
Offering costs | $ 276,747 | |
Deferred underwriting fees payable | 1,725,000 | |
Net proceeds | $ 87,112,500 | |
Public per share (in Dollars per share) | $ 10.1 | |
Net tangible assets | $ 5,000,001 | |
Net tangible assets to be less than | $ 5,000,001 | |
Aggregate public shares | 15.00% | |
Company’s obligation to redeem percentage | 100.00% | |
Business combination period, description | If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | |
Assets remaining available for distribution (in Dollars per share) | $ 10.1 | |
Public share (in Dollars per share) | $ 10.1 | |
Operating bank account balance | $ 45,370 | |
Working capital | 275,024 | |
Business Combination [Member] | ||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | ||
Deferred underwriting fees payable | $ 3,018,750 | |
Fair market value percentage | 80.00% | |
Business combination percentage | 50.00% | |
Consummate a business combination, description | The Company has 12 months from the closing of the IPO (until January 21, 2023) to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $750,000, or $862,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), up to an aggregate of $2,250,000 (or $2,587,500 if the underwriters’ over-allotment option is exercised in full), or $0.30 per Public Share, on or prior to the date of the applicable deadline, for each extension. | |
Private Placement [Member] | ||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | ||
Consummated sale units (in Shares) | 355,000 | |
Sale of stock price per share (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 3,550,000 | |
Generating additional gross proceeds | $ 337,500 | |
Consummated sale private placement units (in Shares) | 33,750 | |
Overallotment Units [Member] | ||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | ||
Consummated sale units (in Shares) | 1,125,000 | |
Generating additional gross proceeds | $ 11,250,000 | |
IPO [Member] | ||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | ||
Offering costs | 5,941,695 | |
Underwriting fees | 1,725,000 | |
Deferred underwriting fees payable | 3,018,750 | |
Underwriter’s unit purchase option | 56,000 | |
Issuance of representative | 598,000 | |
Other costs | $ 543,945 | |
Trust Account [Member] | ||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | ||
Sale of stock price per share (in Dollars per share) | $ 10.1 | |
Class A Ordinary Shares [Member] | ||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | ||
Public shares per unit (in Dollars per share) | $ 0.0001 | |
Class A Ordinary Shares [Member] | Subsequent Event [Member] | ||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | ||
Consummated IPO units (in Shares) | 7,500,000 | |
Public shares per unit (in Dollars per share) | $ 10 | |
Generating gross proceeds | $ 75,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | Dec. 31, 2021USD ($)shares |
Accounting Policies [Abstract] | |
Cash | $ 45,370 |
Deferred offering costs | 276,747 |
Federal depository insurance corporation limit | $ 250,000 |
Agregate of ordinary shares (in Shares) | shares | 281,250 |
Initial Public Offering and O_2
Initial Public Offering and Over-Allotment (Details) - Subsequent Event [Member] | 1 Months Ended |
Jan. 21, 2022$ / sharesshares | |
Initial Public Offering and Over-Allotment (Details) [Line Items] | |
Public right entitles holder receive description | Each Public Right entitles the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of a Business Combination (see Note 7). |
IPO [Member] | |
Initial Public Offering and Over-Allotment (Details) [Line Items] | |
Company sold units | 8,625,000 |
Company sold units including overallotment units | 1,125,000 |
Price per shares unit (in Dollars per share) | $ / shares | $ 10 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] - Subsequent Event [Member] | 1 Months Ended |
Jan. 21, 2022USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Consummated sale units | 388,750 |
Purchase of shares | 33,750 |
Per share price (in Dollars per share) | $ / shares | $ 10 |
Generating gross proceeds (in Dollars) | $ | $ 3,887,500 |
Sponsor shares | 345,625 |
Maxim shares | 43,125 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 13, 2021 | Jul. 30, 2021 | Dec. 31, 2021 | Jan. 21, 2022 |
Related Party Transactions (Details) [Line Items] | ||||
Aggregate price | $ 25,000 | $ 2,587,500 | ||
Related party transaction, description | The Sponsor has agreed, 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 a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. | |||
Sponsor fee | $ 10,000 | |||
Loan outstanding | 272,500 | |||
Working capital loans | $ 1,500,000 | |||
Per unit (in Dollars per share) | $ 10.1 | |||
Related party extension loans period | 21 months | |||
Trust account | $ 862,500 | |||
Per public share (in Dollars per share) | $ 0.1 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Sponsor shares (in Shares) | 1,437,500 | |||
Par value (in Dollars per share) | $ 0.0001 | |||
Forfeit shares (in Shares) | 281,250 | |||
Over-Allotment Option [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Forfeit shares (in Shares) | 281,250 | |||
Per public share (in Dollars per share) | $ 10 | |||
IPO [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Loan amount | $ 300,000 | |||
Private Placement [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Per unit (in Dollars per share) | 10 | |||
Class B ordinary shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Par value (in Dollars per share) | $ 0.0001 | |||
Class B ordinary shares [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Sponsor shares (in Shares) | 2,156,250 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Jan. 21, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||
Underwriters purchased an additional units (in Shares) | 1,125,000 | |
Per unit (in Dollars per share) | $ 0.1 | |
Underwriting discount (in Dollars per share) | $ 0.2 | |
Underwriting aggregate | $ 1,725,000 | |
Additional per share unit (in Dollars per share) | $ 0.35 | |
Additional aggregate amount | $ 3,018,750 | |
Unit purchase option description | The Company sold to the underwriters, for $100, an option to purchase up to a total of 431,250 Units exercisable, in whole or in part, at $11.00 per Unit, commencing on the consummation of our initial Business Combination (the “Unit Purchase Option”). The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from January 18, 2022. The option and the 431,250 Units, as well as the 431,250 shares of Class A ordinary shares, and the rights to receive 43,125 shares of Class A ordinary shares upon a Business Combination that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following January 18, 2022 pursuant to Rule 5110(e)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of this prospectus except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders demand and “piggy-back” rights of the securities directly and indirectly issuable upon exercise of the option. Notwithstanding the foregoing, the underwriters and their related persons may not (i) have more than one demand registration right at our expense, (ii) exercise their demand registration rights more than five (5) years from January 18, 2022, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from January 18, 2022. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of shares of ordinary shares at a price below its exercise price. The Company has no obligation to net cash settle the exercise of the purchase option or the rights underlying the purchase option. The holder of the purchase option will not be entitled to exercise the purchase option unless a registration statement covering the securities underlying the purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the purchase option or underlying rights, the purchase option or rights, as applicable, will expire worthless. | |
Cash payment | $ 100 | |
Estimated fair value unit purchase option | $ 56,000 | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Underwriters purchased an additional units (in Shares) | 1,125,000 | |
Per unit (in Dollars per share) | $ 10 |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | 6 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shareholder's Equity (Details) [Line Items] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Class A Ordinary shares [Member] | |
Shareholder's Equity (Details) [Line Items] | |
Ordinary stock, shares authorized | 50,000,000 |
Ordinary stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary stock, shares issued | |
Ordinary stock, shares outstanding | |
Class B Ordinary shares [Member] | |
Shareholder's Equity (Details) [Line Items] | |
Ordinary stock, shares authorized | 3,000,000 |
Ordinary stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary stock, shares issued | 2,156,250 |
Ordinary stock, shares outstanding | 2,156,250 |
Ordinary shares outstanding, percentage | 20.00% |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Jan. 21, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events description | an amount of $87,112,500 from the net proceeds of the sale of the Units in the IPO and the Private Placement was placed in a trust account |