Evergreen (EVGR) S-1 11 Jan 22 IPO registration Financial data

Cover

Cover	1 Months Ended
	Nov. 30, 2021
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	EVERGREEN CORPORATION
Entity Central Index Key	0001900402
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	15-04, The Pinnacle
Entity Address, Address Line Two	Persiaran Lagoon
Entity Address, Address Line Three	Bandar Sunway
Entity Address, City or Town	Petaling Jaya, Selangor
City Area Code	+60 3
Local Phone Number	7610 2988
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

Balance Sheet

Balance Sheet	Nov. 30, 2021USD ($)
ASSETS:
Deferred offering costs	$ 105,995
Total Assets	105,995
Current liabilities:
Accounts payable	4,860
Promissory note – related party	105,995
Total current liabilities	110,855
Commitments and Contingencies
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	24,712
Subscription receivable	(25,000)
Accumulated deficit	(4,860)
Total shareholders’ deficit	(4,860)
Total Liabilities and Shareholders’ Deficit	105,995
Common Class A [Member]
Shareholders’ Deficit:
Ordinary shares, value
Common Class B [Member]
Shareholders’ Deficit:
Ordinary shares, value	$ 288	[1]
[1]	Includes an aggregate of 375,000

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical)	1 Months Ended
	Nov. 30, 2021$ / sharesshares
Preferred stock par value | $ / shares	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	479,000,000
Common stock shares issued	0
Common stock shares outstanding	0
Common Class B [Member]
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	20,000,000
Common stock shares issued	2,875,000
Common stock shares outstanding	2,875,000
Ordinary shares subject to forfeiture	375,000

Statement of Operations

Statement of Operations	1 Months Ended
	Nov. 30, 2021USD ($)$ / sharesshares
Operating Costs:
Formation costs	$ (4,860)
Net loss	$ (4,860)
Weighted average shares outstanding, basic and diluted | shares	2,500,000	[1]
Basic and diluted net loss per unit | $ / shares	$ 0
[1]	Excludes an aggregate of 375,000

Statement of Operations (Parent

Statement of Operations (Parenthetical)	1 Months Ended
	Nov. 30, 2021shares
Common Class B [Member]
Ordinary shares subject to forfeiture	375,000

Statement of Changes in Stockho

Statement of Changes in Stockholders' Deficit - 1 months ended Nov. 30, 2021 - USD ($)		Common Stock [Member]	Additional Paid-in Capital [Member]	Subscription Receivable [Member]	Retained Earnings [Member]	Total
Balance at Oct. 20, 2021
Balance, shares at Oct. 20, 2021
Issuance of Class B ordinary shares to Sponsor for subscription receivable	[1]	$ 288	24,712	(25,000)
Issuance of Class B ordinary shares to Sponsor for subscription receivable, shares	[1]	2,875,000
Net Loss					(4,860)	(4,860)
Balance at Nov. 30, 2021		$ 288	$ 24,712	$ (25,000)	$ (4,860)	$ (4,860)
Balance, shares at Nov. 30, 2021		2,875,000
[1]	Includes up to 375,000

Statement of Changes in Stock_2

Statement of Changes in Stockholders' Deficit (Parenthetical)	1 Months Ended
	Nov. 30, 2021shares
Common Class B [Member]
Ordinary shares subject to forfeiture	375,000

Statement of Cash Flows

Statement of Cash Flows	1 Months Ended
	Nov. 30, 2021USD ($)
Cash flows from Operating Activities:
Net Loss	$ (4,860)
Changes in operating assets and liabilities:
Accounts payable	4,860
Net cash used in operating activities
Cash Flows from Financing Activities:
Net cash provided by financing activities
Net Change in Cash
Cash – Beginning of period
Cash – Ending of period
Supplemental Disclosures of Noncash Financing Activities
Deferred offering costs paid from Promissory Note – Related Party	105,995
Issuance of Class B ordinary shares to Sponsor for subscription receivable	$ 25,000

Description of Organization, Bu

Description of Organization, Business Operations, Going Concern and Basis of Presentation	1 Months Ended
	Nov. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations, Going Concern and Basis of Presentation	Note 1 — Description of Organization, Business Operations, Going Concern and Basis of Presentation Evergreen Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on October 21, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of November 30, 2021, the Company had not commenced any operations. All activity for the period from October 21, 2021 (inception) through November 30, 2021, relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering (as defined below). The Company has selected November 30 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 10,000,000 10.00 11,500,000 480,000 532,500 10.00 80 50 The Company intends to list the Units on the Nasdaq Global Market (“Nasdaq”). Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that $ 10.15 The Company will provide its 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. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated memorandum and articles of association. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require 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 warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have 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. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, our memorandum of association and amended and restated articles of association will provide 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 seeking redemption rights with respect to 15 The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.15 If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its founder shares, the ordinary shares included in the Placement Units and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination, (b) not to propose an amendment to the memorandum of association and amended and restated articles of association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the founder shares) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the founder shares and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Public Offering if the Company fails to complete its Business Combination. The Company will have until 12 months from the closing of the Proposed Public Offering to consummate a Business Combination (the “Combination Period”) (subject to a six month extension of time as set forth in the Company’s registration statement). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100 100,000 10.00 The Sponsor has agreed that it will 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 amounts in the Trust Account to below $ 10.15 Going Concern Consideration As of November 30, 2021, the Company had $ nil 110,855

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1 Months Ended
	Nov. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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. Deferred offering costs Deferred offering costs consist of capitalized underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. At November 30, 2021, the Company had $ 105,995 Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties for the period from October 21, 2021 (inception) through November 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income 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. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PROPOSED PUBLIC OFFERING

PROPOSED PUBLIC OFFERING	1 Months Ended
	Nov. 30, 2021
Proposed Public Offering
PROPOSED PUBLIC OFFERING	NOTE 3. PROPOSED PUBLIC OFFERING Pursuant to the Proposed Public Offering, the Company will offer for sale up to 10,000,000 11,500,000 10.00 Each Unit will consist of one ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $ 11.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	1 Months Ended
	Nov. 30, 2021
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT The Sponsor has agreed to purchase an aggregate of 480,000 532,500 10.00 4,800,000 5,325,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	1 Months Ended
	Nov. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Class B Ordinary Shares On November 22, 2021, the Company approved the acquisition by transfer of an aggregate of 2,875,000 25,000 0.009 375,000 20% 25,000 The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining any of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note – Related Party On November 22, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 105,995 Administrative Services Arrangement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to Evergreen LLC, the Sponsor $ 10,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company consummates a Business Combination, the Company would repay such loaned amounts, provided that up to $ 1,500,000 10.00

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	1 Months Ended
	Nov. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares issued and outstanding, as well as the holders of the Placement Units and any units our sponsor, officers, directors, initial shareholders or their affiliates may be issued in payment of working capital loans made to the Company (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 Proposed Public offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of these securities will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Placement Units and units issued to our sponsor, officers, directors, initial shareholders or their affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the company consummate a Business Combination. 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 agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated 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 will grant the underwriters a 45-day option to purchase up to an additional 15% The underwriters will be entitled to a cash underwriting discount of: (i) two percent ( 2.0% 2,000,000 2,300,000 3.50% 3,500,000 4,025,000 Right of First Refusal For a period beginning on the closing of this offering and ending 24 months from the closing of a business combination, we have granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

SHAREHOLDERS_ EQUITY

SHAREHOLDERS’ EQUITY	1 Months Ended
	Nov. 30, 2021
Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 7. SHAREHOLDERS’ EQUITY Class A Ordinary Shares 479,000,000 0.0001 no Class B Ordinary Shares 20,000,000 0.0001 Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. 2,875,000 25,000 2,875,000 2,875,000 375,000 20 Preference shares 1,000,000 0.0001 no Warrants — commencing on the later of 12 or five years The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● at any time after the warrants become exercisable, ● upon not less than 30 ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 30 ● if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	1 Months Ended
	Nov. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to December 23, 2021, the date the audited financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	1 Months Ended
	Nov. 30, 2021
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging growth company	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and 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.
Deferred offering costs	Deferred offering costs Deferred offering costs consist of capitalized underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. At November 30, 2021, the Company had $ 105,995
Income taxes	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties for the period from October 21, 2021 (inception) through November 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income 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.
Net loss per share	Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recently issued accounting pronouncements	Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Risks and Uncertainties	Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Description of Organization, _2

Description of Organization, Business Operations, Going Concern and Basis of Presentation (Details Narrative)	1 Months Ended
	Nov. 30, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share | $ / shares	$ 10.15
Minimum market value net asset held in Trust Account, percentage	80.00%
Minimum post-business combination ownership	50.00%
Minimum net tangible asset upon consummation of business combination | $	$ 5,000,001
Restricted redemption rights percentage	15.00%
Redemption percentage of outstanding shares	100.00%
Cash | $
Working capital deficit | $	110,855
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Dissolution expenses | $	$ 100,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction | shares	10,000,000
Sale of stock, price per share | $ / shares	$ 10
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction | shares	11,500,000
Number of new stock issued during the period | shares	532,500
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share | $ / shares	$ 10
Number of new stock issued during the period | shares	480,000
Proposed Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share | $ / shares	$ 10

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	1 Months Ended
	Nov. 30, 2021USD ($)shares
Deferred offering costs	$ 105,995
Federal depository insurance coverage amount	$ 250,000
Common Class B [Member]
Weighted average class B ordinary shares | shares	375,000

PROPOSED PUBLIC OFFERING (Detai

PROPOSED PUBLIC OFFERING (Details Narrative)	1 Months Ended
	Nov. 30, 2021$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share	$ 10.15
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction | shares	10,000,000
Sale of stock, price per share	$ 10
Sale of stock, description of transaction	Each Unit will consist of one ordinary share and
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction | shares	11,500,000
Public Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share	$ 11.50

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative)	1 Months Ended
	Nov. 30, 2021USD ($)$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share | $ / shares	$ 10.15
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares | shares	480,000
Sale of stock, price per share | $ / shares	$ 10
Proceeds from issuance of private placement | $	$ 4,800,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares | shares	532,500
Proceeds from issuance of private placement | $	$ 5,325,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Nov. 22, 2021	Nov. 30, 2021
Related Party Transaction [Line Items]
Subscription receivable		$ 25,000
Related party transaction description	The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining any of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Borrowed amount		105,995
Related Party Loans [Member]
Related Party Transaction [Line Items]
Repayments of convertible debt		$ 1,500,000
Convertible price		$ 10
Sponsor [Member] | Administrative Services Arrangement [Member]
Related Party Transaction [Line Items]
Service fee per month	$ 10,000
Promisory Note [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Aggregate principal amount	300,000
Borrowed amount	$ 105,995
Common Class B [Member]
Related Party Transaction [Line Items]
Number of shares issued	2,875,000
Purchase price	$ 25,000
Shares issued price per share	$ 0.009
Common stock shares subject to forfeiture	375,000
Own percentage	20.00%	20.00%
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Common stock shares subject to forfeiture		375,000
Common Class B [Member] | Founder Shares [Member]
Related Party Transaction [Line Items]
Subscription receivable		$ 25,000
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued		2,875,000
Purchase price		$ 25,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - Underwriters Agreement [Member]	1 Months Ended
	Nov. 30, 2021USD ($)
Other Commitments [Line Items]
Additional percentage of units granted to cover over-allotments	15.00%
Underwritting Discount [Member]
Other Commitments [Line Items]
Percentage of underwriting discount	2.00%
Proceeds from intial public offering	$ 2,000,000
Underwritting Discount [Member] | Over-Allotment Option [Member]
Other Commitments [Line Items]
Proceeds from intial public offering	2,300,000
Underwritting Deferred Fee [Member]
Other Commitments [Line Items]
Proceeds from intial public offering	$ 3,500,000
Percentage of gross offering proceeds payable	3.50%
Underwritting Deferred Fee [Member] | Over-Allotment Option [Member]
Other Commitments [Line Items]
Proceeds from intial public offering	$ 4,025,000

SHAREHOLDERS_ EQUITY (Details N

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)	Nov. 22, 2021	Nov. 30, 2021	Sep. 30, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized		1,000,000
Preferred Stock, Par or Stated Value Per Share		$ 0.0001
Preferred stock, shares issued		0
Preferred stock, shares outstanding		0
Warrant price		$ 0.01
Sale of stock, price per share		$ 10.15
Redemption of warrants description		the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
Warrant [Member]
Class of Stock [Line Items]
Period of time within which registration statement is expected to become effective		12 months
Redemption period		5 years
Warrants and rights outstanding, term			30 days
Warrant [Member] | Maximum [Member]
Class of Stock [Line Items]
Trading period after business combination used to measure dilution of warrant			30 days
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized		479,000,000
Common stock, par or stated value per share		$ 0.0001
Common stock, shares issued		0
Common stock, shares outstanding		0
Sale of stock, price per share		$ 18
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized		20,000,000
Common stock, par or stated value per share		$ 0.0001
Common stock, shares issued		2,875,000
Common stock, shares outstanding		2,875,000
Stock issued during period, shares	2,875,000
Stock issued during period, value	$ 25,000
Common stock subject to forfeiture	375,000
Equity method investment, ownership percentage	20.00%	20.00%
Common Class B [Member] | Holders [Member]
Class of Stock [Line Items]
Common stock, voting rights		Holders of the Company’s Class B ordinary shares are entitled to one vote for each share.
Common Class B [Member] | Sponsor [Member]
Class of Stock [Line Items]
Common stock subject to forfeiture		375,000
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Stock issued during period, shares		2,875,000
Stock issued during period, value		$ 25,000