Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | AIB ACQUISITION CORPORATION | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001882963 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41230 | |
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, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (212) | |
Local Phone Number | 380-8128 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one Class A Ordinary Share and one Right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial business combination | ||
Document Information Line Items | ||
Trading Symbol | AIBBU | |
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one Right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | AIB | |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Rights, every ten (10) rights entitles the holder to receive one Class A Ordinary Share upon the consummation of an initial combination | ||
Document Information Line Items | ||
Trading Symbol | AIBBR | |
Title of 12(b) Security | Rights, every ten (10) rights entitles the holder to receive one Class A Ordinary Share upon the consummation of an initial combination | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 1,472,277 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,156,250 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 131,567 | $ 44,217 |
Prepaid expenses - current | 78,315 | 67,963 |
Investments held in Trust Account - current | 10,911,923 | |
Total current assets | 11,121,805 | 112,180 |
Investments held in Trust Account - non-current | 88,525,575 | |
TOTAL ASSETS | 11,121,805 | 88,637,755 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 325,897 | 130,491 |
Promissory note - related party | 300,000 | |
Advance from related party | 193,965 | 41,465 |
Convertible note - related party | 500,000 | |
Deferred underwriting fee - current | 3,018,750 | |
Total current liabilities | 4,338,612 | 171,956 |
LONG TERM LIABILITIES | ||
Deferred underwriting fee - non-current | 3,018,750 | |
TOTAL LIABILITIES | 4,338,612 | 3,190,706 |
COMMITMENTS AND CONTINGENCIES (NOTE 6) | ||
REDEEMABLE CLASS A ORDINARY SHARES | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 1,001,302 and 8,625,000 shares at redemption value of $10.89 and $10.26 per share at June 30, 2023 and December 31, 2022, respectively | 10,911,923 | 88,525,575 |
SHAREHOLDERS’ DEFICIT | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (4,128,992) | (3,078,788) |
TOTAL SHAREHOLDERS’ DEFICIT | (4,128,730) | (3,078,526) |
TOTAL LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT | 11,121,805 | 88,637,755 |
Class A Ordinary Shares | ||
SHAREHOLDERS’ DEFICIT | ||
Common stock value | 47 | 47 |
Class B Ordinary Shares | ||
SHAREHOLDERS’ DEFICIT | ||
Common stock value | $ 215 | $ 215 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption, shares at a redemption (in Dollars) | $ 1,001,302 | $ 8,625,000 |
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 10.89 | $ 10.26 |
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 470,975 | 470,975 |
Ordinary shares, shares outstanding | 470,975 | 470,975 |
Class B Ordinary Shares | ||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 3,000,000 | 3,000,000 |
Ordinary shares, shares issued | 2,156,250 | 2,156,250 |
Ordinary shares, shares outstanding | 2,156,250 | 2,156,250 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
General and administrative expenses | $ 461,528 | $ 193,269 | $ 750,204 | $ 421,399 |
Loss from operations | (461,528) | (193,269) | (750,204) | (421,399) |
Other income: | ||||
Interest earned on investments held in Trust Account | 130,370 | 129,328 | 407,099 | 161,417 |
Unrealized gain (loss) on investments held in Trust Account | 651 | (7,526) | 3,725 | (13,518) |
Total other income, net | 131,021 | 121,802 | 410,824 | 147,899 |
Net loss | $ (330,507) | $ (71,467) | $ (339,380) | $ (273,500) |
Redeemable Class A Ordinary Shares | ||||
Other income: | ||||
Weighted average shares of ordinary shares outstanding, basic and diluted (in Shares) | 1,001,302 | 8,625,000 | 1,717,340 | 7,624,309 |
Basic and diluted net (loss) per share (in Dollars per share) | $ 0.11 | $ 0 | $ 0.17 | $ 0.4 |
Non-Redeemable Class A Ordinary Shares | ||||
Other income: | ||||
Weighted average shares of ordinary shares outstanding, basic and diluted (in Shares) | 470,975 | 470,975 | 470,975 | 416,331 |
Basic and diluted net (loss) per share (in Dollars per share) | $ (0.17) | $ (0.02) | $ (0.24) | $ (1.28) |
Class B Ordinary Shares | ||||
Other income: | ||||
Weighted average shares of ordinary shares outstanding, basic and diluted (in Shares) | 2,156,250 | 2,156,250 | 2,156,250 | 2,156,250 |
Basic and diluted net (loss) per share (in Dollars per share) | $ (0.17) | $ (0.02) | $ (0.24) | $ (1.28) |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Redeemable Class A Ordinary Shares | ||||
Weighted average shares outstanding, diluted | 1,001,302 | 8,625,000 | 1,717,340 | 7,624,309 |
Diluted net (loss) per share | $ 0.11 | $ 0 | $ 0.17 | $ 0.40 |
Non-Redeemable Class A Ordinary Shares | ||||
Weighted average shares outstanding, diluted | 470,975 | 470,975 | 470,975 | 416,331 |
Diluted net (loss) per share | $ (0.17) | $ (0.02) | $ (0.24) | $ (1.28) |
Class B Ordinary Shares | ||||
Weighted average shares outstanding, diluted | 2,156,250 | 2,156,250 | 2,156,250 | 2,156,250 |
Diluted net (loss) per share | $ (0.17) | $ (0.02) | $ (0.24) | $ (1.28) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 215 | $ 24,785 | $ (23,277) | $ 1,723 | |
Balance (in Shares) at Dec. 31, 2021 | 2,156,250 | ||||
Proceeds from Initial Public Offering (net of offering costs) | 5,844,179 | 5,844,179 | |||
Sale of Private Units | $ 39 | 3,887,461 | 3,887,500 | ||
Sale of Private Units (in Shares) | 388,750 | ||||
Representative Shares Issuance | $ 8 | 597,992 | 598,000 | ||
Representative Shares Issuance (in Shares) | 82,225 | ||||
Excess Value of Unit Purchase Option | 56,000 | 56,000 | |||
Accretion for Class A Ordinary Shares to redemption value | (10,410,417) | (2,230,847) | (12,641,264) | ||
Net loss | (202,033) | (202,033) | |||
Balance at Mar. 31, 2022 | $ 47 | $ 215 | (2,456,157) | (2,455,895) | |
Balance (in Shares) at Mar. 31, 2022 | 470,975 | 2,156,250 | |||
Balance at Dec. 31, 2021 | $ 215 | 24,785 | (23,277) | 1,723 | |
Balance (in Shares) at Dec. 31, 2021 | 2,156,250 | ||||
Net loss | (273,500) | ||||
Balance at Jun. 30, 2022 | $ 47 | $ 215 | (2,527,624) | (2,527,362) | |
Balance (in Shares) at Jun. 30, 2022 | 470,975 | 2,156,250 | |||
Balance at Mar. 31, 2022 | $ 47 | $ 215 | (2,456,157) | (2,455,895) | |
Balance (in Shares) at Mar. 31, 2022 | 470,975 | 2,156,250 | |||
Net loss | (71,467) | (71,467) | |||
Balance at Jun. 30, 2022 | $ 47 | $ 215 | (2,527,624) | (2,527,362) | |
Balance (in Shares) at Jun. 30, 2022 | 470,975 | 2,156,250 | |||
Balance at Dec. 31, 2022 | $ 47 | $ 215 | (3,078,788) | (3,078,526) | |
Balance (in Shares) at Dec. 31, 2022 | 470,975 | 2,156,250 | |||
Accretion for Class A Ordinary Shares to redemption value | (429,803) | (429,803) | |||
Net loss | (8,873) | (8,873) | |||
Balance at Mar. 31, 2023 | $ 47 | $ 215 | (3,517,464) | (3,517,202) | |
Balance (in Shares) at Mar. 31, 2023 | 470,975 | 2,156,250 | |||
Balance at Dec. 31, 2022 | $ 47 | $ 215 | (3,078,788) | (3,078,526) | |
Balance (in Shares) at Dec. 31, 2022 | 470,975 | 2,156,250 | |||
Net loss | (339,380) | ||||
Balance at Jun. 30, 2023 | $ 47 | $ 215 | (4,128,992) | (4,128,730) | |
Balance (in Shares) at Jun. 30, 2023 | 470,975 | 2,156,250 | |||
Balance at Mar. 31, 2023 | $ 47 | $ 215 | (3,517,464) | (3,517,202) | |
Balance (in Shares) at Mar. 31, 2023 | 470,975 | 2,156,250 | |||
Accretion for Class A Ordinary Shares to redemption value | (281,021) | (281,021) | |||
Net loss | (330,507) | (330,507) | |||
Balance at Jun. 30, 2023 | $ 47 | $ 215 | $ (4,128,992) | $ (4,128,730) | |
Balance (in Shares) at Jun. 30, 2023 | 470,975 | 2,156,250 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (339,380) | $ (273,500) |
Adjustments to reconcile loss to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (407,099) | (161,417) |
Unrealized (gain) loss on investments held in Trust Account | (3,725) | 13,518 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (10,352) | (88,567) |
Non-current prepaid expenses | (20,065) | |
Accounts payable and accrued expenses | 195,406 | 54,349 |
Net cash used in operating activities | (565,150) | (475,682) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (300,000) | (87,112,500) |
Cash withdrawn from Trust Account in connection with redemption | 78,324,476 | |
Net cash provided by (used in) investing activities | 78,024,476 | (87,112,500) |
Cash Flows from Financing Activities: | ||
Payment of offering costs | (291,340) | |
Proceeds from initial public offering, net of underwriters’ discount | 84,525,000 | |
Proceeds from private placement | 3,861,055 | |
Advances from related party | 254,598 | |
Repayment of advances from related party | (102,098) | |
Proceeds from promissory note – related party | 300,000 | |
Proceeds from convertible promissory note – related party | 500,000 | |
Redemption of ordinary shares | (78,324,476) | |
Repayment of Sponsor loan | (272,500) | |
Net cash (used in) provided by financing activities | (77,371,976) | 87,822,215 |
Net Change in Cash | 87,350 | 234,033 |
Cash – Beginning of period | 44,217 | 45,370 |
Cash – End of period | 131,567 | 279,403 |
Non-cash investing and financing activities: | ||
Deferred underwriting commissions payable charged to additional paid in capital | 3,018,750 | |
Increase in due from related party | $ 26,445 |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 6 Months Ended |
Jun. 30, 2023 | |
Description of Organization and Business Operations and Liquidity [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 June 30, 2023, the Company had not commenced any operations. All activity from June 18, 2021 (inception) through June 30, 2023, relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on January 18, 2022. On January 21, 2022, the Company consummated the IPO of 7,500,000 units (“Units”) with respect to the Class A ordinary shares (“Class A ordinary shares”) included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $75,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 355,000 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, AIB LLC (the “Sponsor”), and Maxim Group, LLC (“Maxim”) generating gross proceeds of $3,550,000 which is described in Note 4. 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”), generating additional gross proceeds of $11,250,000. Simultaneously with the exercise of the Overallotment Units, the Company consummated the private placement of an additional 33,750 Private Placement Units to the Sponsor and Maxim, generating gross proceeds of $337,500. 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 a trust account (the “Trust Account”)), $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, 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 the trust account. The amounts placed in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’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. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topis 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Rights as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 2) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the 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”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their shares of Class A ordinary shares in conjunction with any such amendment. On January 18, 2023 the Company held an extraordinary general meeting of shareholders (the “Meeting”) and approved, among other things, amendments to the second amended and restated memorandum and articles of association (the “Extension Amendment”) to (i) extend the date by which we must consummate an initial Business Combination from January 21, 2023 to October 21, 2023, and (ii) to permit the board of directors of the Company (the “Board”), in its sole discretion, to elect to wind up our operations on an earlier date than October 21, 2023. In connection with the Extension Amendments, shareholders holding 7,623,698 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result of the Extension Redemption, an aggregate amount of $78,324,475.94 (approximately $10.27 per share) was removed from the Trust Account to pay such holders. If the Company is unable to complete a Business Combination by October 21, 2023, the extended date (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay (i) its income and franchise taxes and (ii) up to $100,000 of dissolution expenses, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s Board, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. On January 19, 2023, upon the shareholders’ approval of the trust amendment proposal, the Company entered into an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated January 18, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), to extend the date by which the Company would be required to consummate a Business Combination from January 21, 2023 to October 21, 2023, or such earlier date as determined by the Board, in its sole discretion. On January 20, 2023, the Company issued a promissory note (the “Extension Note”) in the aggregate principal amount of up to $450,000 to the Sponsor (the “Extension Funds”), pursuant to which the Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the extension of the Company’s termination date from January 21, 2023 to October 21, 2023. The Sponsor has agreed to pay $50,000 per month (or $0.05 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination, commencing on January 21, 2023 and continuing through October 21, 2023, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $450,000. On January 20, 2023, the first installment of the Extension Funds was deposited into the Trust Account. The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares (as defined in Note 2) if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its 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 other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On May 11, 2023, we received a deficiency letter from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that, for the preceding 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the $50 million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”). Also on May 11, 2023, we received a deficiency letter from the Staff of Nasdaq notifying the Company that, for the preceding 30 consecutive business days, the Company’s Market Value of Publicly Held Shares (“MVPHS”) was below the $15 million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(3)(C) (the “MVPHS Requirement”). The notifications received have no immediate effect on the Company’s Nasdaq listing. The Nasdaq Listing Rules provide the Company a compliance period of 180 calendar days in which to regain compliance. If at any time during this compliance period, the Company’s MVLS closes at $50 million or more and the Company’s MVPHS closes at $15 million or more for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance. The Company intends to monitor the market value of the Company’s listed securities and may, if appropriate, consider available options to regain compliance with the MVLS and MVPHS Requirements. 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 unaudited condensed financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”. Liquidity and Going Concern As of June 30, 2023, the Company had $131,567 in its operating bank account, and working capital deficit of $609,980, which excludes investments held in the Trust Account, the liability for convertible note and deferred underwriting fee. The Company’s liquidity needs up to the closing of the IPO on January 21, 2022 had been satisfied through proceeds from notes payable and advances from related party and from the issuance of ordinary shares. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with working capital. The Company’s management plans to continue its efforts to complete a Business Combination within the Combination Period after the closing of the IPO. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain other financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. On January 19, 2023, upon the shareholders’ approval of the Trust Amendment Proposal, the Company entered into the Trust Amendment to extend the date by which the Company would be required to consummate a Business Combination from January 21, 2023 to October 21, 2023, or such earlier date as determined by the Board, in its sole discretion. As a result, we have up to 21 months from the closing of the IPO on January 21, 2022 to consummate a Business Combination, unless further extended as permitted by our charter. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern”, management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 29, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. 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 $131,567 and $44,217 in cash and did not have any cash equivalents as of June 30, 2023 and December 31, 2022, respectively. Investments Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Earnings on these trading securities are included in dividends, interest earned, and unrealized gain on investments held in Trust Account in the accompanying statements of operations and are automatically reinvested therefore are considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the condensed statements of cash flows. The fair value for these trading securities are determined using quoted market prices in active markets for identical assets. During the six months ended June 30, 2023, interest earned from the Trust Account amounted to $407,099 (including $94,596 accrued interest on investments purchased on April 27, 2023 maturing on July 27, 2023) of which $407,099 was reinvested and $0 was held in Cash in the Trust Account. $3,725 was also recognized as unrealized gain on investments held in the Trust Account during the six months ended June 30, 2023. There was $78,324,476 of withdrawal made during the six months ended June 30, 2023 in connection with the with the shareholders’ vote at the Meeting, in which shareholders holding 7,623,698 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Class A Ordinary shares subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the Meeting held on January 18, 2023, shareholders holding 7,623,698 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Accordingly, on June 30, 2023 and December 31, 2022, 1,001,302 and 8,625,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets, respectively. As of June 30, 2023 and December 31, 2022, the shares of Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled on the following table: Gross proceeds $ 86,250,000 Less: Fair value of Public Rights at issuance (6,272,000 ) Class A shares issuance costs (5,506,764 ) Plus: Accretion of carrying value to redemption value 14,054,339 Class A ordinary shares subject to possible redemption, December 31, 2022 88,525,575 Less: Redemption – January 18, 2023 (78,324,476 ) Plus: Accretion of carrying value to redemption value 710,824 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 10,911,923 Offering Costs associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $5,941,695 which were charged against shareholders’ deficit upon the completion of the IPO. 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 June 30, 2023 and December 31, 2022, 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 sheets, primarily due to their short-term nature. 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. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) Per Ordinary Share The Company has two outstanding classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Class A shares include redeemable and non-redeemable shares. Earnings and losses are shared pro rata between the two classes of shares which includes Class A ordinary shares and Class B ordinary shares and between the redeemable and the non-redeemable shares. The 1,472,277 Class A ordinary shares for which the outstanding Public Rights and Private Placement Rights are exercisable were excluded from diluted earnings per share for the period ended June 30, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of shares. FOR THE THREE MONTHS ENDED JUNE 30, 2023 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (168,753 ) $ (79,375 ) $ (363,400 ) Net loss including accretion of temporary equity to redemption value 281,021 — — Net income (loss) $ 112,268 $ (79,375 ) $ (363,400 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 1,001,302 470,975 2,156,250 Basic and diluted net income (loss) per share $ 0.11 $ (0.17 ) $ (0.17 ) FOR THE SIX MONTHS ENDED JUNE 30, 2023 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (415,130 ) $ (113,847 ) $ (521,227 ) Net loss including accretion of temporary equity to redemption value 710,824 — — Net income (loss) $ 295,694 $ (113,847 ) $ (521,227 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 1,717,340 470,975 2,156,250 Basic and diluted net income (loss) per share $ 0.17 $ (0.24 ) $ (0.24 ) FOR THE THREE MONTHS ENDED JUNE 30, 2022 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (148,144 ) $ (8,089 ) $ (37,036 ) Net loss including accretion of temporary equity to redemption value 121,802 — — Net loss $ (26,342 ) $ (8,089 ) $ (37,036 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 8,625,000 470,975 2,156,250 Basic and diluted net loss per share $ (0.00 ) $ (0.02 ) $ (0.02 ) FOR THE SIX MONTHS ENDED JUNE 30, 2022 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (9,767,074 ) $ (533,339 ) $ (2,762,250 ) Accretion of temporary equity to redemption value 12,641,264 — — Net income including accretion of temporary equity to redemption value 147,899 — — Net income (loss) $ 3,022,089 $ (533,339 ) $ (2,762,250 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 7,624,309 416,331 2,156,250 Basic and diluted net income (loss) per share $ 0.40 $ (1.28 ) $ (1.28 ) |
Initial Public Offering and Ove
Initial Public Offering and Over-Allotment | 6 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering and Over-Allotment [Abstract] | |
Initial Public Offering and Over-Allotment | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, 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”). 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). In connection with the Meeting held on January 18, 2023, shareholders holding 7,623,698 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2023 | |
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 |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 5 — Related Party Transactions Founder Shares On July 30, 2021, the Sponsor purchased 1,437,500 Founder 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. For the three and six months ended June 30, 2023, the Company incurred $30,000 and $60,000 fees for these services, respectively, of which $10,000 of such fees is included in advance from related party in the accompanying balance sheet as of June 30, 2023 For the three and six months ended June 30, 2022, the Company incurred and paid $30,000 and $54,000 fees for these services, respectively. 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”). The Note is non-interest bearing. On January 21, 2022, the Note was repaid in full. 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. On January 23, 2023, the Company issued a Note in the principal amount of up to $500,000 to the Sponsor. The Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor, up to $500,000 of the unpaid principal amount of the Note may be converted into Units of the Company, each unit consisting of one Class A ordinary share of the Maker and one right exchangeable into one-tenth of one Class A ordinary share of the Company (the “Conversion Units”), equal to: (x) the portion of the principal amount of this Note being converted, divided by (y) $10.00, rounded up to the nearest whole number of Units. The Conversion Units are identical to the units issued by the Company to the Sponsor in the private placement upon consummation of the Company’s IPO. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Note. As of June 30, 2023 and December 31, 2022, there was $500,000 and $0, related party loans outstanding, respectively. 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. On January 20, 2023, the Company issued the Extension Note in the aggregate principal amount of up to $450,000 to the Sponsor, the Company’s Sponsor, pursuant to which the Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each outstanding Public Share that was not redeemed in connection with the extension of the Company’s termination date from January 21, 2023 to October 21, 2023. The Sponsor has agreed to pay $50,000 per month (or $0.05 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination, commencing on January 21, 2023 and continuing through October 21, 2023, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $450,000. On January 20, 2023, the first installment of the Extension Funds was deposited into the Trust Account. The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of June 30, 2023 and December 31, 2022, there was $300,000 and $0 Related Party Extension Loans outstanding, respectively. Advance from Related Party As of June 30, 2023, the Sponsor advanced $100,000, has paid for expenses totaling $144,597 on behalf of the Company of which $102,097 has been repaid and is owed a total of $10,000 for administrative support services. As of December 31, 2022, the Sponsor has paid $67,910 on behalf of the Company. $193,965 and $41,465 are included in advance from related party on the balance sheets as of June 30, 2023 and December 31, 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
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 IPO. 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, for a period beginning on the closing of the IPO 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 IPO. 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 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 January 18, 2022 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. 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 shareholders’ deficit. The Company estimated the fair value of Unit Purchase Option to be $56,000 based a binomial model. |
Shareholders_ Deficit
Shareholders’ Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Deficit | Note 7 — Shareholders’ Deficit Preference Shares no 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Significant Significant June 30, 2023 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 10,911,923 — — Quoted Significant Significant December 31, 2022 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 88,525,575 — — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 9 — 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 29, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. |
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 $131,567 and $44,217 in cash and did not have any cash equivalents as of June 30, 2023 and December 31, 2022, respectively. |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Earnings on these trading securities are included in dividends, interest earned, and unrealized gain on investments held in Trust Account in the accompanying statements of operations and are automatically reinvested therefore are considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the condensed statements of cash flows. The fair value for these trading securities are determined using quoted market prices in active markets for identical assets. During the six months ended June 30, 2023, interest earned from the Trust Account amounted to $407,099 (including $94,596 accrued interest on investments purchased on April 27, 2023 maturing on July 27, 2023) of which $407,099 was reinvested and $0 was held in Cash in the Trust Account. $3,725 was also recognized as unrealized gain on investments held in the Trust Account during the six months ended June 30, 2023. There was $78,324,476 of withdrawal made during the six months ended June 30, 2023 in connection with the with the shareholders’ vote at the Meeting, in which shareholders holding 7,623,698 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. |
Class A Ordinary shares subject to Possible Redemption | Class A Ordinary shares subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the Meeting held on January 18, 2023, shareholders holding 7,623,698 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. Accordingly, on June 30, 2023 and December 31, 2022, 1,001,302 and 8,625,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets, respectively. As of June 30, 2023 and December 31, 2022, the shares of Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled on the following table: Gross proceeds $ 86,250,000 Less: Fair value of Public Rights at issuance (6,272,000 ) Class A shares issuance costs (5,506,764 ) Plus: Accretion of carrying value to redemption value 14,054,339 Class A ordinary shares subject to possible redemption, December 31, 2022 88,525,575 Less: Redemption – January 18, 2023 (78,324,476 ) Plus: Accretion of carrying value to redemption value 710,824 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 10,911,923 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $5,941,695 which were charged against shareholders’ deficit upon the completion of the IPO. |
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 June 30, 2023 and December 31, 2022, 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 sheets, primarily due to their short-term nature. |
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. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company has two outstanding classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Class A shares include redeemable and non-redeemable shares. Earnings and losses are shared pro rata between the two classes of shares which includes Class A ordinary shares and Class B ordinary shares and between the redeemable and the non-redeemable shares. The 1,472,277 Class A ordinary shares for which the outstanding Public Rights and Private Placement Rights are exercisable were excluded from diluted earnings per share for the period ended June 30, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of shares. FOR THE THREE MONTHS ENDED JUNE 30, 2023 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (168,753 ) $ (79,375 ) $ (363,400 ) Net loss including accretion of temporary equity to redemption value 281,021 — — Net income (loss) $ 112,268 $ (79,375 ) $ (363,400 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 1,001,302 470,975 2,156,250 Basic and diluted net income (loss) per share $ 0.11 $ (0.17 ) $ (0.17 ) FOR THE SIX MONTHS ENDED JUNE 30, 2023 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (415,130 ) $ (113,847 ) $ (521,227 ) Net loss including accretion of temporary equity to redemption value 710,824 — — Net income (loss) $ 295,694 $ (113,847 ) $ (521,227 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 1,717,340 470,975 2,156,250 Basic and diluted net income (loss) per share $ 0.17 $ (0.24 ) $ (0.24 ) FOR THE THREE MONTHS ENDED JUNE 30, 2022 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (148,144 ) $ (8,089 ) $ (37,036 ) Net loss including accretion of temporary equity to redemption value 121,802 — — Net loss $ (26,342 ) $ (8,089 ) $ (37,036 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 8,625,000 470,975 2,156,250 Basic and diluted net loss per share $ (0.00 ) $ (0.02 ) $ (0.02 ) FOR THE SIX MONTHS ENDED JUNE 30, 2022 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (9,767,074 ) $ (533,339 ) $ (2,762,250 ) Accretion of temporary equity to redemption value 12,641,264 — — Net income including accretion of temporary equity to redemption value 147,899 — — Net income (loss) $ 3,022,089 $ (533,339 ) $ (2,762,250 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 7,624,309 416,331 2,156,250 Basic and diluted net income (loss) per share $ 0.40 $ (1.28 ) $ (1.28 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption | As of June 30, 2023 and December 31, 2022, the shares of Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled on the following table: Gross proceeds $ 86,250,000 Less: Fair value of Public Rights at issuance (6,272,000 ) Class A shares issuance costs (5,506,764 ) Plus: Accretion of carrying value to redemption value 14,054,339 Class A ordinary shares subject to possible redemption, December 31, 2022 88,525,575 Less: Redemption – January 18, 2023 (78,324,476 ) Plus: Accretion of carrying value to redemption value 710,824 Class A ordinary shares subject to possible redemption, June 30, 2023 $ 10,911,923 |
Schedule of Basic and Diluted Net Loss Per Share | Net Income (Loss) Per Ordinary Share FOR THE THREE MONTHS ENDED JUNE 30, 2023 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (168,753 ) $ (79,375 ) $ (363,400 ) Net loss including accretion of temporary equity to redemption value 281,021 — — Net income (loss) $ 112,268 $ (79,375 ) $ (363,400 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 1,001,302 470,975 2,156,250 Basic and diluted net income (loss) per share $ 0.11 $ (0.17 ) $ (0.17 ) FOR THE SIX MONTHS ENDED JUNE 30, 2023 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (415,130 ) $ (113,847 ) $ (521,227 ) Net loss including accretion of temporary equity to redemption value 710,824 — — Net income (loss) $ 295,694 $ (113,847 ) $ (521,227 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 1,717,340 470,975 2,156,250 Basic and diluted net income (loss) per share $ 0.17 $ (0.24 ) $ (0.24 ) FOR THE THREE MONTHS ENDED JUNE 30, 2022 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (148,144 ) $ (8,089 ) $ (37,036 ) Net loss including accretion of temporary equity to redemption value 121,802 — — Net loss $ (26,342 ) $ (8,089 ) $ (37,036 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 8,625,000 470,975 2,156,250 Basic and diluted net loss per share $ (0.00 ) $ (0.02 ) $ (0.02 ) FOR THE SIX MONTHS ENDED JUNE 30, 2022 Redeemable Non-redeemable NUMERATOR Class A Class A Class B Numerator: Allocation of net loss $ (9,767,074 ) $ (533,339 ) $ (2,762,250 ) Accretion of temporary equity to redemption value 12,641,264 — — Net income including accretion of temporary equity to redemption value 147,899 — — Net income (loss) $ 3,022,089 $ (533,339 ) $ (2,762,250 ) Denominator: Weighted Average Shares Outstanding including ordinary shares subject to redemption 7,624,309 416,331 2,156,250 Basic and diluted net income (loss) per share $ 0.40 $ (1.28 ) $ (1.28 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Significant Significant June 30, 2023 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 10,911,923 — — Quoted Significant Significant December 31, 2022 Level (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account 1 $ 88,525,575 — — |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jan. 20, 2023 | Aug. 16, 2022 | Jan. 21, 2022 | Jun. 30, 2023 | May 11, 2023 | |
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||
Public price per share (in Dollars per share) | $ 10.1 | ||||
Net tangible assets | $ 5,000,001 | ||||
Redeem percentage | 100% | ||||
Shareholders holding shares (in Shares) | 7,623,698 | ||||
Trust account amount | $ 78,324,475.94 | ||||
Trust account per share (in Dollars per share) | $ 10.27 | ||||
Aggregate principal amount | $ 450,000 | ||||
Sponsor payment | $ 50,000 | ||||
Public per share (in Dollars per share) | $ 0.05 | ||||
Aggregate amount | $ 450,000 | ||||
Market value of listed securities | $ 50,000,000 | ||||
Market value of publicly held shares | $ 15,000,000 | ||||
Company’s MVLS | $ 50,000,000 | ||||
Company’s MVPHS | 15,000,000 | ||||
Excise tax percentage | 1% | ||||
Fair market value percentage | 1% | ||||
Operating bank account | 131,567 | ||||
Working capital | $ 609,980 | ||||
IPO [Member] | |||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||
Price per unit (in Dollars per share) | $ 10.1 | ||||
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 | ||||
Net proceeds | $ 87,112,500 | ||||
Percentage of public shares | 15% | ||||
Private Placement Units [Member] | |||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||
Sale of units (in Shares) | 355,000 | ||||
Price per unit (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 3,550,000 | ||||
Additional units | $ 33,750 | ||||
Overallotment Units [Member] | |||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||
Sale of units (in Shares) | 1,125,000 | ||||
Additional gross proceeds | $ 11,250,000 | ||||
Class A Ordinary Shares [Member] | |||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||
Price per unit (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 75,000,000 | ||||
Class A Ordinary Shares [Member] | IPO [Member] | |||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||
Sale of units (in Shares) | 7,500,000 | ||||
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% | ||||
Outstanding voting securities percentage | 50% | ||||
Trust account per share (in Dollars per share) | $ 10.1 | ||||
Business combination, description | If the Company is unable to complete a Business Combination by October 21, 2023, the extended date (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay (i) its income and franchise taxes and (ii) up to $100,000 of dissolution expenses, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s Board, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | ||||
Sponsor [Member] | Private Placement Units [Member] | |||||
Description of Organization and Business Operations and Liquidity (Details) [Line Items] | |||||
Gross proceeds | $ 337,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Apr. 27, 2023 | Jan. 18, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||||
Cash | $ 131,567 | $ 44,217 | ||
Trust account amount | 407,099 | |||
Accrued interest on investments | $ 94,596 | |||
Maturing date | Jul. 27, 2023 | |||
Reinvested amount | 407,099 | |||
Cash in the trust account | 0 | |||
Unrealized gain on investments | 3,725 | |||
Interest earned trust account amounted | 78,324,476 | |||
Ordinary shares exercised (in Shares) | 7,623,698 | |||
Offering costs amount | 5,941,695 | |||
Federal depository insurance corporation limit | $ 250,000 | |||
Ordinary Shares [Member] | ||||
Summary of Significant Accounting Policies [Abstract] | ||||
Ordinary shares exercised (in Shares) | 7,623,698 | |||
Class A Ordinary Shares [Member] | ||||
Summary of Significant Accounting Policies [Abstract] | ||||
Subject to possible redemption (in Shares) | 1,001,302 | 8,625,000 | ||
Ordinary stock, shares outstanding (in Shares) | 1,472,277 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Class A ordinary shares subject to possible redemption [Abstract] | ||
Gross proceeds | $ 86,250,000 | |
Less: | ||
Fair value of Public Rights at issuance | (6,272,000) | |
Class A shares issuance costs | (5,506,764) | |
Plus: | ||
Accretion of carrying value to redemption value | $ 710,824 | 14,054,339 |
Class A ordinary shares subject to possible redemption | 10,911,923 | $ 88,525,575 |
Less: | ||
Redemption – January 18, 2023 | $ (78,324,476) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Redeemable Class A [Member] | ||||
Numerator: | ||||
Allocation of net loss | $ (168,753) | $ (148,144) | $ (415,130) | $ (9,767,074) |
Accretion of temporary equity to redemption value | 12,641,264 | |||
Net income (loss) including accretion of temporary equity to redemption value | 281,021 | 121,802 | 710,824 | 147,899 |
Net income (loss) | $ 112,268 | $ (26,342) | $ 295,694 | $ 3,022,089 |
Denominator: | ||||
Weighted Average Shares Outstanding including ordinary shares subject to redemption (in Shares) | 1,001,302 | 8,625,000 | 1,717,340 | 7,624,309 |
Basic net income (loss) per share (in Dollars per share) | $ 0.11 | $ 0 | $ 0.17 | $ 0.4 |
Non-redeemable Class A [Member] | ||||
Numerator: | ||||
Allocation of net loss | $ (79,375) | $ (8,089) | $ (113,847) | $ (533,339) |
Accretion of temporary equity to redemption value | ||||
Net income (loss) including accretion of temporary equity to redemption value | ||||
Net income (loss) | $ (79,375) | $ (8,089) | $ (113,847) | $ (533,339) |
Denominator: | ||||
Weighted Average Shares Outstanding including ordinary shares subject to redemption (in Shares) | 470,975 | 470,975 | 470,975 | 416,331 |
Basic net income (loss) per share (in Dollars per share) | $ (0.17) | $ (0.02) | $ (0.24) | $ (1.28) |
Non-redeemable Class B [Member] | ||||
Numerator: | ||||
Allocation of net loss | $ (363,400) | $ (37,036) | $ (521,227) | $ (2,762,250) |
Accretion of temporary equity to redemption value | ||||
Net income (loss) including accretion of temporary equity to redemption value | ||||
Net income (loss) | $ (363,400) | $ (37,036) | $ (521,227) | $ (2,762,250) |
Denominator: | ||||
Weighted Average Shares Outstanding including ordinary shares subject to redemption (in Shares) | 2,156,250 | 2,156,250 | 2,156,250 | 2,156,250 |
Basic net income (loss) per share (in Dollars per share) | $ (0.17) | $ (0.02) | $ (0.24) | $ (1.28) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Redeemable Class A [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | $ 0.11 | $ 0.17 |
Non-redeemable Class A [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | (0.17) | (0.24) |
Non-redeemable Class B [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) [Line Items] | ||
Diluted net income (loss) per share | $ (0.17) | $ (0.24) |
Initial Public Offering and O_2
Initial Public Offering and Over-Allotment (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jan. 18, 2023 | |
Initial Public Offering and Over-Allotment (Details) [Line Items] | ||
Ordinary shares exercised | 7,623,698 | |
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) | $ 10 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 1 Months Ended |
Jan. 21, 2022 USD ($) $ / shares shares | |
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 ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 13, 2021 | Jan. 23, 2023 | Jan. 20, 2023 | Jul. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate price | $ 25,000 | $ 2,587,500 | |||||||
Sponsor fee | 10,000 | ||||||||
Service paid | $ 30,000 | 60,000 | |||||||
Related party | 10,000 | ||||||||
Incurred paid | $ 30,000 | $ 54,000 | |||||||
Working capital loans | $ 1,500,000 | ||||||||
Per public share (in Dollars per share) | $ 0.1 | ||||||||
Sponsor principal amount | $ 500,000 | ||||||||
Unpaid principal amount | $ 500,000 | ||||||||
Dividend per share (in Dollars per share) | $ 10 | ||||||||
Related party loan outstanding | $ 500,000 | $ 0 | |||||||
Deposit into the trust account | 862,500 | 862,500 | |||||||
Aggregate principal amount | $ 450,000 | ||||||||
Sponsor, description | The Sponsor has agreed to pay $50,000 per month (or $0.05 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination, commencing on January 21, 2023 and continuing through October 21, 2023, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $450,000. | ||||||||
Related party extension loans outstanding | 300,000 | 0 | |||||||
Sponsor advanced | 100,000 | ||||||||
Expenses totaling | 144,597 | ||||||||
Repaid expense | 102,097 | ||||||||
Administrative services | 10,000 | ||||||||
Sponsor paid | 67,910 | ||||||||
Advance from related party | $ 193,965 | $ 193,965 | $ 41,465 | ||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Forfeit shares (in Shares) | 281,250 | ||||||||
IPO [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Loan amount | $ 300,000 | ||||||||
Private Placement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Per public share (in Dollars per share) | $ 10 | ||||||||
Class A Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Ordinary share price per share (in Dollars per share) | $ 12 | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sponsor shares (in Shares) | 1,437,500 | ||||||||
Forfeit shares (in Shares) | 281,250 | ||||||||
Founder Shares [Member] | Class B Ordinary 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 | Jan. 18, 2022 | Jun. 30, 2023 | |
Commitments and Contingencies (Details) [Line Items] | |||
Purchased units | 1,125,000 | ||
Underwriting discount (in Dollars per share) | $ 0.2 | ||
Underwriting discount aggregate amount (in Dollars) | $ 1,725,000 | ||
Additional price per unit (in Dollars per share) | $ 0.35 | ||
Aggregate amount (in Dollars) | $ 3,018,750 | ||
Underwriter least percentage | 75% | ||
Underwriter three handed deal percentage | 50% | ||
underwriters purchase amount (in Dollars) | $ 100 | ||
Total units exercisable | 431,250 | ||
Expiration period | 5 years | ||
Option units | 431,250 | ||
Cash payment (in Dollars) | $ 100 | ||
Fair value of unit purchase option (in Dollars) | $ 56,000 | ||
Over-Allotment Option [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Purchased units | 1,125,000 | ||
Price per unit (in Dollars per share) | $ 10 | ||
Unit Purchase Option [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Exercisable price per share (in Dollars per share) | $ 11 | ||
Class A Ordinary Shares [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Option units | 431,250 | ||
Rights to receive shares | 43,125 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Shareholders’ Deficit (Details) [Line Items] | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference stock, shares issued | ||
Preference stock, shares outstanding | ||
Class A Ordinary Shares [Member] | ||
Shareholders’ Deficit (Details) [Line Items] | ||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock voting right description | Holders of Class A ordinary shares are entitled to one vote for each share | |
Ordinary shares, shares issued | 470,975 | 470,975 |
Ordinary shares, shares outstanding | 470,975 | 470,975 |
Shares subject to possible redemption | 1,001,302 | 8,625,000 |
Class B Ordinary Shares [Member] | ||
Shareholders’ Deficit (Details) [Line Items] | ||
Ordinary shares, shares authorized | 3,000,000 | 3,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock voting right description | Holders of Class B ordinary shares are entitled to one vote for each share. | |
Ordinary shares, shares issued | 2,156,250 | 2,156,250 |
Ordinary shares, shares outstanding | 2,156,250 | 2,156,250 |
Ordinary shares outstanding, percentage | 20% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investment held in Trust Account | $ 10,911,923 | $ 88,525,575 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investment held in Trust Account | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Investment held in Trust Account |