Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39650 | |
Entity Registrant Name | EUCRATES BIOMEDICAL ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | D8 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 250 West 55th Street, Suite 13D | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 710-5220 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 13,459,125 | |
Entity Central Index Key | 0001822929 | |
Document Quarterly Report | true | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Transition Report | false | |
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one ordinary share, no par value, and one-third of one Warrant | |
Trading Symbol | EUCRU | |
Security Exchange Name | NASDAQ | |
Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary shares, no par value | |
Trading Symbol | EUCR | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | EUCRW | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 159,074 | $ 49,156 |
Prepaid expenses | 197,078 | 215,000 |
Total Current Assets | 356,152 | 264,156 |
Marketable securities held in Trust Account | 104,825,958 | 104,842,820 |
TOTAL ASSETS | 105,182,110 | 105,106,976 |
Current liabilities: | ||
Accrued expenses | 11,492 | 38,460 |
Convertible promissory note - related party | 185,700 | |
Total current liabilities | 197,192 | 38,460 |
Warrant liability | 685,442 | 2,093,894 |
Deferred underwriting fee payable | 3,667,869 | 3,667,869 |
TOTAL LIABILITIES | 4,550,503 | 5,800,223 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption 10,479,626 shares at redemption value as of March 31, 2022 and December 31, 2021 | 104,796,260 | 104,796,260 |
Shareholders' Deficit | ||
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding | ||
Ordinary shares, no par value; unlimited shares authorized; 2,979,499 issued and outstanding (excluding 10,479,626 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021 | ||
Accumulated deficit | (4,164,653) | (5,489,507) |
Total Shareholders' Deficit | (4,164,653) | (5,489,507) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 105,182,110 | $ 105,106,976 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
CONDENSED BALANCE SHEETS | ||
Shares subject to possible redemption | 10,479,626 | 10,479,626 |
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized, unlimited | Unlimited | Unlimited |
Common stock, shares issued | 2,979,499 | 2,979,499 |
Common stock, shares outstanding | 2,979,499 | 2,979,499 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Formation and operational costs | $ 131,036 | $ 125,348 |
Loss from operations | (131,036) | (125,348) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 53,170 | 13,679 |
Change in fair value of warrants | 1,408,452 | 2,103,973 |
Change in fair value of convertible promissory note - related party | 64,300 | 0 |
Unrealized (loss) gain on marketable securities held in Trust Account | (70,032) | 1,835 |
Total other income, net | 1,455,890 | 2,119,487 |
Net income | 1,324,854 | 1,994,139 |
Redeemable ordinary shares | ||
Other income (expense): | ||
Net income | $ 1,031,566 | $ 1,552,689 |
Basic weighted average shares outstanding | 10,479,626 | 10,479,626 |
Diluted weighted average shares outstanding | 10,479,626 | 10,479,626 |
Basic net income (loss) per share | $ 0.10 | $ 0.15 |
Diluted net income (loss) per shares | $ 0.10 | $ 0.15 |
Non-Redeemable ordinary shares | ||
Other income (expense): | ||
Net income | $ 293,288 | $ 441,450 |
Basic weighted average shares outstanding | 2,979,499 | 2,979,499 |
Diluted weighted average shares outstanding | 2,979,499 | 2,979,499 |
Basic net income (loss) per share | $ 0.10 | $ 0.15 |
Diluted net income (loss) per shares | $ 0.10 | $ 0.15 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 0 | $ (9,313,736) | $ (9,313,736) |
Balance at the beginning (in shares) at Dec. 31, 2020 | 2,979,499 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income | 1,994,139 | 1,994,139 | |
Balance at the end at Mar. 31, 2021 | $ 0 | (7,319,597) | (7,319,597) |
Balance at the end (in shares) at Mar. 31, 2021 | 2,979,499 | ||
Balance at the beginning at Dec. 31, 2021 | $ 0 | (5,489,507) | (5,489,507) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 2,979,499 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income | 1,324,854 | 1,324,854 | |
Balance at the end at Mar. 31, 2022 | $ 0 | $ (4,164,653) | $ (4,164,653) |
Balance at the end (in shares) at Mar. 31, 2022 | 2,979,499 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 1,324,854 | $ 1,994,139 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of warrant liability | (1,408,452) | (2,103,973) |
Change in fair value of convertible promissory note - related party | (64,300) | |
Interest earned on marketable securities held in Trust Account | (53,170) | (13,679) |
Unrealized loss (gain) on marketable securities held in Trust Account | 70,032 | (1,835) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 17,922 | 26,356 |
Accrued expenses | (26,968) | (9,019) |
Net cash used in operating activities | (140,082) | (108,011) |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note - related party | 250,000 | |
Net cash provided by financing activities | 250,000 | |
Net Change in Cash | 109,918 | (108,011) |
Cash - Beginning | 49,156 | 551,264 |
Cash - Ending | $ 159,074 | 443,253 |
Non-Cash Investing and Financing Activities: | ||
Accretion for Ordinary Shares to redemption amount | $ 7,944,263 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Eucrates Biomedical Acquisition Corporation (the “Company”) is a blank check company incorporated in the British Virgin Islands on August 21, 2020. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combinations. 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. At March 31, 2022, the Company had not yet commenced any operations. All activity from inception through March 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below and, subsequent to the Initial Public Offering, identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the marketable securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on October 23, 2020. On October 27, 2020, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 350,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to the Company’s sponsor, Eucrates LLC (the “Sponsor”), generating gross proceeds of $3,500,000. On November 20, 2020, the underwriters notified the Company of their intention to partially exercise their over-allotment option. As such, on November 24, 2020, the Company consummated the sale of an additional 479,626 Units, at $10.00 per Unit (see Note 4) and sold an additional 9,592 Private Units, at $10.00 per Private Unit (see Note 5), generating total gross proceeds of $4,892,185. Transaction costs amounted to $6,168,976 consisting of $2,095,925 of underwriting fees, $3,667,869 of deferred underwriting fees and $405,182 of other offering costs. Following the closing of the Initial Public Offering on October 27, 2020, the partial exercise of the underwriters’ over-allotment exercise on November 24, 2020, and the sale of the Private Units, an aggregate amount of $104,796,260 ($10.00 per Unit) from the net proceeds of the sale of the Units was placed in a trust account (the “Trust Account”) located in the United States and 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 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the 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 that the Company will be able to successfully effect a Business Combination. 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 the proposed Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon or immediately prior to such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. 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, pursuant to its Amended and Restated Memorandum and Articles of Association, 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 Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Memorandum and 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) 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 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 Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until October 27, 2022 to consummate a Business Combination (the “Combination Period”). 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 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 $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until October 27, 2022 to consummate a Business Combination. It is uncertain that the Company 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 of the Company. Management has determined that the 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. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 27, 2022. Risks and Uncertainties Management continues to evaluate 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (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 April 11, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future 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 independent registered public accounting firm 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 the condensed 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 condensed 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Offering Costs The Company complies with the requirement of Accounting Standard Codification (ASC) 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $6,057,930 were charged to temporary equity upon the completion of the Initial Public Offering and the partial exercise of the underwriters’ over-allotment and $111,046 of the offering costs were related to the warrant liabilities and charged to the statements of operations. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury securities. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses, if any, recognized through the statements of operations. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against ordinary shares and accumulated deficit. At March 31, 2022 and December 31, 2021, the ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 104,796,260 Less: Proceeds allocated to Public Warrants $ (1,886,333) Class A ordinary shares issuance costs $ (6,057,930) Plus: Accretion of carrying value to redemption value $ 7,944,263 Ordinary shares subject to possible redemption $ 104,796,260 Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. Net Income Per Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, "Earnings Per Share". Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants to purchase 359,592 Units is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,031,566 $ 293,288 $ 1,552,689 $ 441,450 Denominator: Basic and diluted weighted average ordinary share outstanding 10,479,626 2,979,499 10,479,626 2,979,499 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.15 $ 0.15 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, excluding the Warrant Liability (see Note 9). 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 puts. 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. Convertible Promissory Note The Company accounts for their convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for their convertible promissory note. Using the fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss on the statements of operations. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering and the underwriters’ partial exercise of their over-allotment option, the Company sold 10,479,626 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closings of the Initial Public Offering and the underwriters’ partial exercise of their over-allotment option, the Sponsor purchased an aggregate of 359,592 Private Units at a price of $10.00 per Private Unit, or $3,595,925. The Private Units are identical to the Units sold in the Initial Public Offering, except for the private warrants (“Private Warrants”), as described in Note 8. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In August 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,875,000 of the Company’s ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Units and underlying securities). As a result of the underwriters’ election to partially exercise their over-allotment option on November 24, 2020, a total of 119,906 Founder Shares are no longer subject to forfeiture and 255,094 Founder Shares were forfeited, resulting in 2,619,906 Founder Shares issued and outstanding The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier of (A) one year after the completion of a Business Combination or (B) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company entered into a loan agreement with Eucrates LLC (the “Sponsor”) on January 20, 2022, that provides for borrowings of up to $600,000 (the “Promissory Note”). The Sponsor Loan is non-interest bearing and payable upon consummation of the Company’s initial Business Combination. On January 24, 2022, the Company made an initial draw on the Promissory Note of $250,000. At March 31, 2022, there was $250,000 of borrowings under the Sponsor Loan. This loan was valued using the fair value method. The fair value of the loan as of March 31, 2022, was $185,700, which resulted in a change in fair value of the convertible promissory note of $64,300 recorded in the statement of operations for the three ended March 31, 2022 (see Note 9). The Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company additional funds as may be required (together with the Sponsor Loan, the “Working Capital Loans”). The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. 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. The units would be identical to those units that were issued to the Sponsor in a private placement concurrent with the Company's initial public offering. 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. At December 31, 2021, no such Working Capital Loans were outstanding. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on October 23, 2020, the holders of the Founder Shares, Private Units (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) will be entitled to registration rights. The holders of 25% of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. 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 underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,667,869 in the aggregate. 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. |
SHAREHOLDER'S DEFICIT
SHAREHOLDER'S DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
SHAREHOLDER'S DEFICIT | |
SHAREHOLDER'S DEFICIT | NOTE 7. SHAREHOLDER’S DEFICIT Preferred Shares — Ordinary Shares — |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
WARRANTS. | |
WARRANTS | NOTE 8. WARRANTS Warrants — The Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those ordinary shares is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that it will use its commercially reasonable efforts to file with the SEC and within 90 days following a Business Combination to have declared effective a registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per share of the ordinary shares equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the last reported sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of the ordinary shares equals or exceeds $10.00 . ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of ordinary shares based on the redemption date and the fair market value of the ordinary shares except as otherwise described below; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last reported sale price of the ordinary shares equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is an effective registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30 -day period after written notice of redemption is given. 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 ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of 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 respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of an initial business combination at an issue price or effective issue price of less than $9.20 per 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 their affiliates, without taking into account any Founder Shares held by the Sponsor or their 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 our shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial 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 higher 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 higher of the Market Value and the newly issued price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2022 Level 2021 Assets: Marketable securities held in Trust Account 1 $ 104,825,958 1 $ 104,842,820 Liabilities: Warrant Liability – Public Warrants 1 $ 662,686 1 $ 2,024,156 Warrant Liability – Private Placement Warrants 3 $ 22,756 3 $ 69,738 Convertible Promissory Note - Related Party 3 $ 185,700 3 $ — The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying March 31, 2022 and December 31, 2021 condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The fair value of the Private Placement Warrants was estimated at March 31, 2022 and December 31, 2021 to be $0.19 and $0.58, respectively, using a binomial lattice option pricing model and the following assumptions: March 31, December 31, 2022 2021 Risk-free interest rate 2.42 % 1.19 % Effective expiration date 7/7/2026 7/7/2026 Dividend yield 0.00 % 0.00 % Expected volatility 4.8 % 12.1 % Exercise price $ 11.50 $ 11.50 Ordinary Share Price $ 9.84 $ 9.76 The following table presents the changes in fair value of the Level 3 warrant liabilities: Level 3 Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 69,738 $ — $ 69,738 Change in fair value of warrants (46,982) — (46,982) Fair value as of March 31, 2022 $ 22,756 $ — $ 22,756 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three months ended March 31, 2022. The following table presents the changes in the fair value of the Level 3 Convertible Promissory Note – Related Party: Convertible Promissory Note Fair value as of January 1, 2022 $ — Proceeds received through convertible note - Related Party 250,000 Change in valuation inputs or other assumptions (64,300) Fair value as of March 31, 2022 $ 185,700 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (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 April 11, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future 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 independent registered public accounting firm 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 the condensed 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 condensed 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. |
Offering Costs | Offering Costs The Company complies with the requirement of Accounting Standard Codification (ASC) 340-10-S99-1. Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $6,057,930 were charged to temporary equity upon the completion of the Initial Public Offering and the partial exercise of the underwriters’ over-allotment and $111,046 of the offering costs were related to the warrant liabilities and charged to the statements of operations. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury securities. The Company accounts for its securities held in the trust account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses, if any, recognized through the statements of operations. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against ordinary shares and accumulated deficit. At March 31, 2022 and December 31, 2021, the ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 104,796,260 Less: Proceeds allocated to Public Warrants $ (1,886,333) Class A ordinary shares issuance costs $ (6,057,930) Plus: Accretion of carrying value to redemption value $ 7,944,263 Ordinary shares subject to possible redemption $ 104,796,260 |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2022 and December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. |
Net Income Per Share | Net Income Per Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, "Earnings Per Share". Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants to purchase 359,592 Units is contingent upon the occurrence of future events. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,031,566 $ 293,288 $ 1,552,689 $ 441,450 Denominator: Basic and diluted weighted average ordinary share outstanding 10,479,626 2,979,499 10,479,626 2,979,499 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.15 $ 0.15 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, excluding the Warrant Liability (see Note 9). 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 puts. 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. |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for their convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for their convertible promissory note. Using the fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss on the statements of operations. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of ordinary shares subject to possible redemption | Gross proceeds $ 104,796,260 Less: Proceeds allocated to Public Warrants $ (1,886,333) Class A ordinary shares issuance costs $ (6,057,930) Plus: Accretion of carrying value to redemption value $ 7,944,263 Ordinary shares subject to possible redemption $ 104,796,260 |
Schedule of calculation of basic and diluted net income per ordinary share | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Three Months Ended Three Months Ended March 31, 2022 March 31, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,031,566 $ 293,288 $ 1,552,689 $ 441,450 Denominator: Basic and diluted weighted average ordinary share outstanding 10,479,626 2,979,499 10,479,626 2,979,499 Basic and diluted net income per ordinary share $ 0.10 $ 0.10 $ 0.15 $ 0.15 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's assets that are measured at fair value on a recurring basis | March 31, December 31, Description Level 2022 Level 2021 Assets: Marketable securities held in Trust Account 1 $ 104,825,958 1 $ 104,842,820 Liabilities: Warrant Liability – Public Warrants 1 $ 662,686 1 $ 2,024,156 Warrant Liability – Private Placement Warrants 3 $ 22,756 3 $ 69,738 Convertible Promissory Note - Related Party 3 $ 185,700 3 $ — |
Summary of valuation of warrants using a binomial lattice option pricing model and the following assumptions | March 31, December 31, 2022 2021 Risk-free interest rate 2.42 % 1.19 % Effective expiration date 7/7/2026 7/7/2026 Dividend yield 0.00 % 0.00 % Expected volatility 4.8 % 12.1 % Exercise price $ 11.50 $ 11.50 Ordinary Share Price $ 9.84 $ 9.76 |
Schedule of changes in the fair value of warrant liabilities | Level 3 Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 69,738 $ — $ 69,738 Change in fair value of warrants (46,982) — (46,982) Fair value as of March 31, 2022 $ 22,756 $ — $ 22,756 |
Schedule of changes in fair value of level 3 convertible promissory note | Convertible Promissory Note Fair value as of January 1, 2022 $ — Proceeds received through convertible note - Related Party 250,000 Change in valuation inputs or other assumptions (64,300) Fair value as of March 31, 2022 $ 185,700 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Nov. 24, 2020 | Nov. 20, 2020 | Oct. 27, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of warrants | $ 1,886,333 | $ 1,886,333 | |||
Transaction Costs | 6,168,976 | ||||
Cash underwriting fees | 2,095,925 | ||||
Deferred underwriting fees | 3,667,869 | $ 3,667,869 | |||
Other offering costs | $ 405,182 | ||||
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account | 80.00% | ||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | ||||
Redemption threshold as percent of outstanding | 15.00% | ||||
Days for redemption of public shares | 5 days | ||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100.00% | ||||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 10,000,000 | 10,479,626 | |||
Price per unit | $ 10 | $ 10 | |||
Gross proceeds from sale of units | $ 100,000,000 | ||||
Exercise price of warrants | $ 11.50 | ||||
Over-allotment | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units issued | 104,796,260 | 479,626 | |||
Price per unit | $ 10 | $ 10 | |||
Gross proceeds from sale of units | $ 4,892,185 | ||||
Sale of Private Units (in shares) | 9,592 | ||||
Price per Private Unit | $ 10 | ||||
Private Placement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Private Units (in shares) | 350,000 | 359,592 | |||
Price per Private Unit | $ 10 | $ 10 | |||
Gross proceeds from issuance of Private Units | $ 3,500,000 | $ 3,595,925 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
cash equivalents | $ 0 | $ 0 |
Offering costs | 6,057,930 | |
Deferred offering costs | 111,046 | |
Unrecognized tax Benefits | 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 |
Federal depository insurance coverage | $ 250,000 | |
Anti-dilutive warrants | 359,592 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Ordinary shares subject to redemption (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Gross proceeds | $ 104,796,260 | $ 104,796,260 |
Proceeds allocated to Public Warrants | (1,886,333) | (1,886,333) |
Class A ordinary shares issuance costs | (6,057,930) | (6,057,930) |
Accretion of carrying value to redemption value | 7,944,263 | 7,944,263 |
Ordinary shares subject to possible redemption | $ 104,796,260 | $ 104,796,260 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income per ordinary share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 1,324,854 | $ 1,994,139 |
Redeemable ordinary shares | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 1,031,566 | $ 1,552,689 |
Denominator: | ||
Basic weighted average shares outstanding | 10,479,626 | 10,479,626 |
Diluted weighted average shares outstanding | 10,479,626 | 10,479,626 |
Basic net income per ordinary share | $ 0.10 | $ 0.15 |
Diluted net income per ordinary share | $ 0.10 | $ 0.15 |
Non-Redeemable ordinary shares | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 293,288 | $ 441,450 |
Denominator: | ||
Basic weighted average shares outstanding | 2,979,499 | 2,979,499 |
Diluted weighted average shares outstanding | 2,979,499 | 2,979,499 |
Basic net income per ordinary share | $ 0.10 | $ 0.15 |
Diluted net income per ordinary share | $ 0.10 | $ 0.15 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - Initial Public Offering - $ / shares | Oct. 27, 2020 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 10,000,000 | 10,479,626 |
Price per unit | $ 10 | $ 10 |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.33 | |
Shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement - USD ($) | Oct. 27, 2020 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Units (in shares) | 350,000 | 359,592 |
Price per Private Unit | $ 10 | $ 10 |
Gross proceeds from issuance of Private Units | $ 3,500,000 | $ 3,595,925 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | Nov. 24, 2020 | Aug. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||
Number of shares issued | 2,979,499 | 2,979,499 | ||
Number of shares outstanding | 2,979,499 | 2,979,499 | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | |||
Minimum | ||||
Related Party Transaction [Line Items] | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 20 days | |||
Maximum | ||||
Related Party Transaction [Line Items] | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | |||
Over-allotment | ||||
Related Party Transaction [Line Items] | ||||
Shares not subject to forfeiture | 119,906 | |||
Number of shares forfeited | 255,094 | |||
Number of shares issued | 2,619,906 | |||
Number of shares outstanding | 2,619,906 | |||
Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Consideration received | $ 25,000 | |||
Shares issued | 2,875,000 | |||
Shares subject to forfeiture | 375,000 | |||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | 20.00% | 20.00% | |
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12.50 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jan. 24, 2022 | Mar. 31, 2022 | Mar. 31, 2022 | Jan. 20, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Amount drawn | $ 250,000 | ||||
Maximum | |||||
Related Party Transaction [Line Items] | |||||
Price per unit | $ 9.20 | $ 9.20 | |||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Notes convertible into additional private units | $ 1,500,000 | $ 1,500,000 | |||
Price per unit | $ 10 | $ 10 | |||
Working capital loans | $ 0 | ||||
Amount drawn | $ 250,000 | ||||
Change in fair value of the convertible promissory note | $ 185,700 | $ 64,300 | |||
Related Party Loans | Sponsor Loan, Promissory Note | |||||
Related Party Transaction [Line Items] | |||||
Amount of borrowings | $ 250,000 | $ 250,000 | |||
Related Party Loans | Sponsor Loan, Promissory Note | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowings | $ 600,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Oct. 23, 2020item | Mar. 31, 2022USD ($)$ / shares | Dec. 31, 2021USD ($) |
COMMITMENTS AND CONTINGENCIES | |||
Percentage of holders of securities who are entitled to make up to three demands | 25.00% | ||
Deferred fee per unit | $ / shares | $ 0.35 | ||
Deferred underwriting fees | $ | $ 3,667,869 | $ 3,667,869 | |
Maximum number of demands for registration of securities | item | 3 |
SHAREHOLDER'S DEFICIT- Preferre
SHAREHOLDER'S DEFICIT- Preferred Stock Shares (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022item$ / sharesshares | Dec. 31, 2021item$ / sharesshares | |
SHAREHOLDER'S DEFICIT | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred shares, par value | $ / shares | $ 0 | $ 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Number of classes of preferred shares | item | 5 | 5 |
SHAREHOLDER'S DEFICIT - Common
SHAREHOLDER'S DEFICIT - Common Stock Shares (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2020 | |
Class of Stock [Line Items] | |||
Common stock, shares authorized, unlimited | Unlimited | Unlimited | |
Common stock, par value | $ 0 | $ 0 | |
Common stock vote per share | one | one | |
Common stock, shares issued | 2,979,499 | 2,979,499 | |
Common stock, shares outstanding | 2,979,499 | 2,979,499 | |
Ordinary shares subject to possible redemption, shares outstanding | 10,479,626 | 10,479,626 | |
Sponsor | |||
Class of Stock [Line Items] | |||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | 20.00% | 20.00% |
WARRANTS (Details)
WARRANTS (Details) | 1 Months Ended | 3 Months Ended |
Sep. 30, 2020 | Mar. 31, 2022USD ($)D$ / shares | |
Class of Warrant or Right [Line Items] | ||
Percentage of gross proceeds on total equity proceeds | 60.00% | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | |
Threshold period for filling registration statement after business combination | 90 days | |
Threshold business days before initial business combination | D | 20 | |
Public Warrants | Redemption of warrants when the price per share of the ordinary shares equals or exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | $ | 20 | |
Threshold business days before sending notice of redemption to warrant holders | 30 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent) | 180.00% | |
Public Warrants | Redemption of warrants when the price per share of the ordinary shares equals or exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | $ | 30 | |
Maximum | ||
Class of Warrant or Right [Line Items] | ||
Share price per share | $ 9.20 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Warrant Liability | $ 685,442 | $ 2,093,894 |
Convertible Promissory Note - Related Party | 185,700 | |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 104,825,958 | 104,842,820 |
Level 3 | Recurring | ||
Liabilities: | ||
Convertible Promissory Note - Related Party | 185,700 | |
Public Warrants | Level 1 | Recurring | ||
Liabilities: | ||
Warrant Liability | 662,686 | 2,024,156 |
Private Placement Warrants | Level 3 | Recurring | ||
Liabilities: | ||
Warrant Liability | $ 22,756 | $ 69,738 |
FAIR VALUE MEASUREMENTS - Measu
FAIR VALUE MEASUREMENTS - Measurement Inputs (Details) - Private Placement Warrants | Mar. 31, 2022$ / shares | Dec. 31, 2021$ / shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrant | $ 0.19 | $ 0.58 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 2.42 | 1.19 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0 | 0 |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 4.8 | 12.1 |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 11.50 | 11.50 |
Ordinary Share Price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 9.84 | 9.76 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value assets transfers in and out of level 3 | $ 0 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value as of beginning balance | 69,738 |
Change in fair value | (46,982) |
Fair value as of ending balance | 22,756 |
Private Placement Warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value as of beginning balance | 69,738 |
Change in fair value | (46,982) |
Fair value as of ending balance | 22,756 |
Public Warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value as of beginning balance | 0 |
Change in fair value | 0 |
Fair value as of ending balance | $ 0 |
FAIR VALUE MEASUREMENTS - Conve
FAIR VALUE MEASUREMENTS - Convertible Promissory Note - Related Party (Details) - Level 3 | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value as of beginning balance | $ 69,738 |
Change in valuation inputs or other assumptions | (46,982) |
Fair value as of ending balance | 22,756 |
Convertible Debt [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Proceeds received through convertible note - Related Party | 250,000 |
Change in valuation inputs or other assumptions | (64,300) |
Fair value as of ending balance | $ 185,700 |