Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | EDOC ACQUISITION CORP. |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001824884 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 223,398 | $ 1,000,730 |
Prepaid expenses | 36,091 | 97,498 |
Total current assets | 259,489 | 1,098,228 |
Cash and marketable securities held in Trust Account | 92,459,548 | 91,538,680 |
Total Assets | 92,719,037 | 92,636,908 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,030,039 | 53,680 |
Convertible promissory note – related party, at fair value | 975,324 | |
Due to related party | 17,000 | |
Total current liabilities | 2,005,363 | 70,680 |
Warrant liability | 203,838 | 1,156,512 |
Total Liabilities | 2,209,201 | 1,227,192 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 9,000,000 shares at $10.27 and $10.17 redemption value, respectively, as of December 31, 2021 and 2020 | 92,459,548 | 91,530,000 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 554,000 issued and outstanding at December 31, 2021 and 2020 (excluding 9,000,000 shares subject to possible redemption as of December 31, 2021 and 2020) | 55 | 55 |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 2,250,000 shares issued and outstanding as of December 31, 2021 and 2020 | 225 | 225 |
Additional paid-in capital | 444,734 | |
Accumulated deficit | (1,949,992) | (565,298) |
Total Shareholders’ Deficit | (1,949,712) | (120,284) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ 92,719,037 | $ 92,636,908 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares, subject to possible redemption | 9,000,000 | 9,000,000 |
Ordinary share subject to possible redemption, per share redemption value (in Dollars per share) | $ 10.27 | $ 10.17 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 554,000 | 554,000 |
Ordinary shares, shares outstanding | 554,000 | 554,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 2,250,000 | 2,250,000 |
Ordinary shares, shares outstanding | 2,250,000 | 2,250,000 |
Statements of Operations
Statements of Operations - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 89,341 | $ 1,798,098 |
Loss from operations | (89,341) | (1,798,098) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 8,680 | 20,868 |
Interest expense | (5,027) | |
Change in fair value of convertible promissory note | (70,297) | |
Change in fair value of warrants | (484,637) | 952,674 |
Total other income (expense), net | (475,957) | 898,218 |
Net Loss | $ (565,298) | $ (899,880) |
Weighted average shares outstanding, redeemable Class A ordinary shares (in Shares) | 3,834,783 | 9,000,000 |
Basic and diluted net loss per share, redeemable Class A ordinary shares (in Dollars per share) | $ (0.08) | $ (0.08) |
Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares (in Shares) | 2,960,283 | 2,804,000 |
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares (in Dollars per share) | $ (0.08) | $ (0.08) |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Deficit - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Aug. 20, 2020 | |||||
Balance (in Shares) at Aug. 20, 2020 | |||||
Class B ordinary shares issued to Sponsor | $ 259 | 24,741 | 25,000 | ||
Class B ordinary shares issued to Sponsor (in Shares) | 2,587,500 | ||||
Forfeiture of Class B ordinary shares | $ (34) | 34 | |||
Forfeiture of Class B ordinary shares (in Shares) | (337,500) | ||||
Sale of 479,000 Private Placement Units on November 12, 2020 | $ 48 | 4,542,347 | 4,542,395 | ||
Sale of 479,000 Private Placement Units on November 12, 2020 (in Shares) | 479,000 | ||||
Sale of 75,000 Representative shares on November 12, 2020 | $ 7 | 743 | 750 | ||
Sale of 75,000 Representative shares on November 12, 2020 (in Shares) | 75,000 | ||||
Fair value of Representative shares | 653,250 | 653,250 | |||
Net income (loss) | (565,298) | (565,298) | |||
Fair Value Adjustment of Class A Ordinary Shares to Redemption Value | (4,776,381) | (4,776,381) | |||
Balance at Dec. 31, 2020 | $ 55 | $ 225 | 444,734 | (565,298) | (120,284) |
Balance (in Shares) at Dec. 31, 2020 | 554,000 | 2,250,000 | |||
Net income (loss) | (899,880) | (899,880) | |||
Fair Value Adjustment of Class A Ordinary Shares to Redemption Value | (444,734) | (484,814) | (929,548) | ||
Balance at Dec. 31, 2021 | $ 55 | $ 225 | $ (1,949,992) | $ (1,949,712) | |
Balance (in Shares) at Dec. 31, 2021 | 554,000 | 2,250,000 |
Statements of Changes in Shar_2
Statements of Changes in Shareholders’ Deficit (Parentheticals) | 4 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private placement units | $ 479,000 |
Sale of representative shares | $ 75,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (565,298) | $ (899,880) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on cash and Treasury securities held in Trust Account | (8,680) | (20,868) |
Accrued interest on promissory note | 5,027 | |
Change in fair value of convertible promissory note | 70,297 | |
Change in fair value of warrant liability | 484,637 | (952,674) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (97,498) | 61,407 |
Accounts payable and accrued expenses | 53,680 | 976,359 |
Due to related party | 17,000 | (17,000) |
Net cash used in operating activities | (116,159) | (777,332) |
Cash Flows from Investing Activities: | ||
Principal deposited in Trust account for Trust extension | (91,530,000) | (900,000) |
Net cash used in investing activities | (91,530,000) | (900,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Class B ordinary shares to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriters’ discount | 88,425,000 | |
Proceeds from issuance of Private Placement shares | 4,790,000 | |
Proceeds from sale of Representative shares | 750 | |
Proceeds from Promissory Note – Related Party | 177,591 | 900,000 |
Repayment of Promissory Note – Related Party | (177,591) | |
Payment of offering costs | (593,861) | |
Net cash provided by financing activities | 92,646,889 | 900,000 |
Net Change in Cash | 1,000,730 | (777,332) |
Cash, beginning of the period | 1,000,730 | |
Cash, end of period | 1,000,730 | 223,398 |
Non-Cash Investing and Financing Activities: | ||
Fair Value Adjustment of Class A Ordinary Shares to Redemption Value | 4,776,381 | 929,548 |
Fair value of Representative Shares credited to additional paid-in capital | $ 653,250 |
Description of Organization, Bu
Description of Organization, Business Operations, and Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN EDOC Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on August 20, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). While the Company may pursue an acquisition opportunity in any industry or geographic region, the Company intends to focus on businesses primarily operating in the health care and health care provider space in North America and Asia -Pacific As of December 31, 2021, the Company had not yet commenced any operations. All activity through December 31, 2021, relates to the Company’s organizational activities, those necessary to prepare for the Initial Public Offering and identifying a target company for the Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non -operating The Company’s sponsor is American Physicians LLC (the “Sponsor”). Financing The registration statement for the Company’s initial public offering was declared effective on November 9, 2020 (the “Effective Date”). On November 12, 2020, the Company consummated the initial public offering of 9,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit (the “Initial Public Offering” or “IPO”), which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 479,000 private placement units (“Private Unit)” and collectively, the “Private Units”), at a price of $10.00 per unit. Of the 479,000 private placement units, 65,000 units, or the “representative units” were purchased by I -Banker -Bankers Transaction costs of the IPO amounted to $3,246,381, consisting of $1,575,000 of cash underwriting fees, the fair value of the representative’s warrants of $424,270, the fair value of representative’s shares $653,250 and $593,861 of other cash offering costs. Trust Account Following the closing of the IPO on November 12, 2020, $91,530,000 ($10.17 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) On November 10, 2021, $900,000 ($0.10 per share) was added to the Trust Account for the first extension of the Company. The funds in the Trust Accountare invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a -7 Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction -7 The Company will provide holders of the Company’s outstanding shares of Class A ordinary shares, par value $0.0001 per share, sold in the IPO (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.17 per share, subsequently plus $0.10 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 ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 12 months until August 12, 2022to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors and Representative (defined in Note 7) have agreed to (i) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.27 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.27 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 Going Concern As of December 31, 2021, the Company had $223,398 in the operating bank account and working capital deficit of $1,745,874. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover certain of the Company’s expenses in exchange for the issuance of the Founder Shares, the loan proceeds of $300,000 from the Sponsor pursuant to the Note (see Note 5), and the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsors, officers, directors and Initial Shareholders may, but are not obligated to, provide the Company a working capital loan. As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. On November 10, 2021, the Company issued an interest bearing convertible promissory to the Sponsor in the amount of $900,000. As of December 31, 2021, the fair market value of the note outstanding, including accrued interest, was $975,324. On February 13, 2022, the Company issued a non -interest Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period and the reported amounts of expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities as well as the fair value of the convertible note. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investment Held in Trust Account At December 31, 2021, the Trust Account had $92,459,548 held in marketable securities. During period January 1, 2021 to December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815 -15-25 -cash Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The Company accounts for its 479,000 Private Warrants and 450,000 Representative’s Warrants issued in connection with its Initial Public Offering as derivative warrant liabilities in accordance with ASC 815 -40 -measurement -Carlo Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340 -10-S99-1 Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) 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 the occurrence of uncertain future events. Accordingly, as of December 31, 2021 and 2020, 9,000,000 At December 31, 2021, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 90,000,000 Less: Ordinary share issuance costs (3,246,381 ) Plus: Fair value adjustment of carrying value to redemption value 5,705,929 Contingently redeemable ordinary shares $ 92,459,548 Net Loss Per Ordinary Share The Company applies the two -class -redeemable -dilutive Year Ended For the Ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (686,117 ) $ (319,025 ) Denominator: Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted 9,000,000 3,834,783 Basic and Diluted net loss per share, Redeemable Class A Ordinary shares $ (0.08 ) $ (0.08 ) Non-Redeemable Ordinary shares Numerator: Net loss allocable to Non-Redeemable Class A and Class B ordinary shares not subject to redemption $ (213,763 ) $ (246,273 ) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary shares, Basic and Diluted 2,804,000 2,960,283 Basic and diluted net loss per share, ordinary shares $ (0.08 ) $ (0.08 ) Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. 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 federal 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 the total amount of unrecognized tax benefits will materially change over the next twelve months. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020 -06 -Debt -20 -Contracts -40 -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 9,000,000 Units at a purchase price of $10.00 per unit. Each unit consists of one share of Class A ordinary shares, one -half five -tenth |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement Disclosure [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor and I -Bankers Each Private Unit is identical to the Units sold in the IPO, except that warrants that are part of the Private Placement Units (“Private Warrants”) are not redeemable by the Company so long as they are held by the original holders or their permitted transferees. In addition, for as long as the warrants that are part of the Private Placement Units are held by I -Bankers five The Company’s Sponsor, officers, and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private shares, and public shares in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to the founder shares, private shares, and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre -initial |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In September 2020, the Sponsor subscribed 2,875,000 -allotment -allotment Promissory Note — Related Party In September 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non -interest Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, certain of the Company’s officers and directors, or other third parties may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, Up to $1,500,000 of such Working Capital Loans may be convertible upon consummation of our business combination into additional private units at a price of $10.00 per unit. At December 31, 2021 and 2020 respectively, no Working Capital Loans were outstanding. To date, the Company has no borrowings under the Working Capital Loans. Convertible Promissory Notes — Related Party Extension Loans On November 9, 2021, the Company’s board of directors approved the extension of the date by which the Company has to consummate a Business Combination from November 12, 2021, to February 12, 2022. In connection with the extension, the Sponsor deposited into the Trust Account $0.10 for each of the 9,000,000 -tenth -half On February 9, 2022, the Company held an extraordinary general meeting of shareholders to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate an initial business combination from February 12, 2022 to August 12, 2022. On February 13, 2022, the Company issued a promissory note (the “Note”) in the principal amount of up to $750,000 to American Physicians LLC. The Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor, up to $600,000 of the unpaid principal amount of the Note may be converted into units of the Company, each unit consisting of one Class A share of the Company, one right exchangeable into one -tenth -half Administrative Support Agreement The Company agreed, for a period commencing on November 9, 2020 and ending upon completion of the Company’s Business Combination or its liquidation, to pay the Company’s Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. Since the initial public offering, the Company has not made any payments under the agreement, and has paid for services rendered and expenses advanced by the Sponsor on an as -needed The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out -of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy -back Underwriting Agreement On November 12, 2020, the Company issued to the underwriter (and/or its designees) (the “Representative”) 75,000 The underwriter (and/or its designees) agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. In addition, the Company issued to the Representative a warrant (“Representative’s Warrant) to purchase up to 450,000 Class A ordinary shares. Such warrants will not be redeemable for as long as they are held by the Representative, and they may not be exercised after five years from the Effective Date of the registration statement. Except as described above, the warrants are identical to those underlying the units offered by in the IPO. The Company initially estimated the fair value of the Representative’s Warrants at $424,270 using the Monte Carlo simulation model. As of December 31, 2021, the fair value of the Representative’s Warrant granted to the underwriters is estimated to be $107,779 using the following assumptions: (1) expected volatility of 6.5%, (2) risk -free -fee On November 12, 2020, the underwriters were paid a cash underwriting discount of 1.75% of the gross proceeds of the Initial Public Offering, or $1,575,000. Business Combination Marketing Agreement The Company engaged the Representative as an advisor in connection with its Business Combination to (i) assist the Company in preparing presentations for each potential Business Combination; (ii) assist the Company in arranging meetings with its shareholders, including making calls directly to shareholders, to discuss each potential Business Combination and each potential target’s attributes and providing regular market feedback, including written status reports, from these meetings and participate in direct interaction with shareholders, in all cases to the extent legally permissible; (iii) introduce the Company to potential investors to purchase the Company’s securities in connection with each potential Business Combination; and assist the Company with the preparation of any press releases and filings related to each potential Business Combination or target. Pursuant to the business combination marketing agreement, the Representative is not obligated to assist the Company in identifying or evaluating possible acquisition candidates. Pursuant to the Company’s agreement with the Representative, an advisory fee of 2.75% of the gross proceeds of the IPO, or $2,475,000 will be payable to the Representative at the closing of the Company’s Business Combination. Open Market Purchases Our sponsor entered into an agreement in accordance with the guidelines of Rule 10b5 -1 -dealer -Bankers -Bankers Business Combination Agreement On February 2, 2022 the Company entered into an Agreement and Plan of Merger with Edoc Merger Sub Inc, and Calidi Biotherapeutics, Inc. pursuant to which the Company and Calidi Biotherapeutics Inc. will consummate the Business Combination. The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination conditions, and other terms relating to the Merger and the other transactions contemplated thereby. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Calidi (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Calidi continuing as the surviving corporation in the Merger and a wholly -owned The Merger Agreement also provides that, prior to the Effective Time, Edoc shall continue out of the Cayman Islands and into the State of Delaware so as to re -domicile The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of Calidi Stock as of immediately prior to the Effective Time (the “Calidi Stockholders” and together with the holders of Calidi options immediately prior to the Effective Time, the “Calidi Security Holders”) will be an amount equal to $400,000,000, subject to adjustments for Calidi’s closing debt, net of cash (the “Merger Consideration”). The Merger Consideration to be paid to the Calidi Stockholders will be paid solely by the delivery of new shares of Edoc common stock, with each share valued at $10.00 per share. The Merger Consideration will be subject to a post -closing Refer to Current Report on Form 8 -K |
Warrants and Rights
Warrants and Rights | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights [Abstract] | |
WARRANTS AND RIGHTS | NOTE 7. WARRANTS AND RIGHTS Warrants — -linked The warrants will become exercisable on the later of 12 months from the closing of the IPO or upon completion of its initial Business Combination and will expire five In no event will the Company be required to net cash settle any warrant. 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. The Company will not be obligated to deliver any Class A 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 with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable, and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless 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. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such unit. The Company may call the warrants for redemption (excluding the private warrants, and any outstanding Representative’s Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant: • • • • -day If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Rights — -tenth -business -tenth -converted The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. |
Shareholders_ Deficit
Shareholders’ Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preferred Shares — Class A Ordinary Shares — Class B Ordinary Shares — -allotment The Company’s initial shareholders have agreed not to transfer, assign or sell 50% its founder shares until the earlier to occur of (i) six months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s Class A 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 -trading The Class B ordinary shares will automatically convert into the Company’s Class A ordinary shares at the time of its initial Business Combination on a one -for-one -linked -converted -linked -linked -equivalent Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, with each share of ordinary shares entitling the holder to one vote. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets and liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet as of December 31, 2021 and the balance sheet as of December 31, 2020. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2021 and 2020 due to the short maturities of such instruments. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, Level December 31, Assets: U.S. Money Market and Treasury Securities Held in Trust Account 1 $ 92,459,548 1 $ 91,538,680 Liabilities: Warrant liability – Private Warrants 3 96,059 3 $ 348,217 Warrant liability – Representative’s Warrants 3 107,779 3 $ 808,295 Convertible Promissory Note 3 975,324 $ — Investment Held in Trust Account As of December 31, 2021, investments in the Company’s Trust Account consisted of $92,459,548 in U.S. Money Market funds. All the U.S. Treasury Securities matured on December 16, 2021. There were no transfers between Levels Level 1 instruments include investments in money markets and Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liability The Private Warrants and Representative’s Warrants are accounted for as liabilities pursuant to ASC 815 -40 The Private Warrants and Representative’s Warrants were valued using a Montel Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected share -price -free -free -coupon There were no transfers between Levels The following table provides quantitative information regarding Level 3 fair value measurements for Private Warrants as of December 31, 2021 and 2020. The Representative’s Warrants were valued using similar information, except for strike price which is at $12. December 31, December 31, Exercise price $ 11.50 $ 11.50 Share price $ 10.21 $ 10.24 Volatility 6.5 % 11.7 % Expected life 5.39 5.91 Risk-free rate 1.29 % 0.49 % Dividend yield — % — % The following table presents a summary of the changes in the fair value of the Private Warrants and Representative’s Warrants, a Level 3 liability, measured on a recurring basis. Private Representative’s Warrant Fair value as of December 31, 2020 $ 348,217 $ 808,295 $ 1,156,512 Change in fair value (1) (252,158 ) (700,516 ) (952,674 ) Fair value as of December 31, 2021 $ 96,059 $ 107,779 $ 203,838 (1) Represents the non -cash Convertible Promissory Note The convertible promissory note was valued using a Montel Carlo simulation model, which is considered to be a Level 3 fair value measurement. The estimated fair value of the Convertible Promissory Note was based on the following significant inputs: December 31, Risk-free interest rate 0.84 % Time to Expiration (in years) 0.39 Expected volatility 4.9 % Dividend yield 0.00 % Stock Price $ 10.82 Probability of transaction 90.00 % The following table presents the changes in the fair value of the Level 3 Convertible Promissory Note: Fair value as of December 31, 2020 $ — Proceeds received through Convertible Promissory Note 900,000 Interest accrued at 4% per annum based on 365 days in a year 5,027 Change in fair value 70,297 Fair value as of December 31, 2021 $ 975,324 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during year ended December 31, 2021 for the Convertible Promissory Note. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS Agreement and Plan of Merger The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 2, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Edoc Merger Sub Inc., a Nevada corporation and newly formed wholly -owned Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Calidi (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Calidi continuing as the surviving corporation in the Merger and a wholly -owned The Merger Agreement also provides that, prior to the Effective Time, Edoc shall continue out of the Cayman Islands and into the State of Delaware so as to re -domicile Refer to Current Report on Form 8 -K Amendment to extend the Date to Consummate a Business Combination On February 9, 2022, the Company held an extraordinary general meeting pursuant to which the Company’s shareholders approved extending the date by which the Company had to complete a business combination from February 12, 2022 to August 12, 2022. In connection with the approval of the extension, shareholders elected to redeem an aggregate of 6,326,758 Ordinary Shares. As a result, an aggregate of $64,996,857.71 (or approximately $10.27 per share) was released from the Trust Account to pay such shareholders and 5,477,242 Ordinary Shares were issued and outstanding at February 11, 2022. Promissory Note On February 13, 2022, the Company issued a promissory note (the “Note”) in the principal amount of up to $750,000 to American Physicians LLC. The Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor, up to $600,000 of the unpaid principal amount of the Note may be converted into units of the Company, each unit consisting of one Class A share of the Company, one right exchangeable into one -tenth -half |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
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 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period and the reported amounts of expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities as well as the fair value of the convertible note. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term |
Investment Held in Trust Account | Investment Held in Trust Account At December 31, 2021, the Trust Account had $92,459,548 held in marketable securities. During period January 1, 2021 to December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. |
Fair value measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815 -15-25 -cash |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The Company accounts for its 479,000 Private Warrants and 450,000 Representative’s Warrants issued in connection with its Initial Public Offering as derivative warrant liabilities in accordance with ASC 815 -40 -measurement -Carlo |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340 -10-S99-1 |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) 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 the occurrence of uncertain future events. Accordingly, as of December 31, 2021 and 2020, 9,000,000 At December 31, 2021, the Class A ordinary shares reflected in the balance sheet is reconciled in the following table: |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company applies the two -class -redeemable -dilutive Year Ended For the Ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (686,117 ) $ (319,025 ) Denominator: Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted 9,000,000 3,834,783 Basic and Diluted net loss per share, Redeemable Class A Ordinary shares $ (0.08 ) $ (0.08 ) Non-Redeemable Ordinary shares Numerator: Net loss allocable to Non-Redeemable Class A and Class B ordinary shares not subject to redemption $ (213,763 ) $ (246,273 ) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary shares, Basic and Diluted 2,804,000 2,960,283 Basic and diluted net loss per share, ordinary shares $ (0.08 ) $ (0.08 ) |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. 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 federal 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 the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020 -06 -Debt -20 -Contracts -40 -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of ordinary share reflected on the balance sheet | Gross proceeds $ 90,000,000 Less: Ordinary share issuance costs (3,246,381 ) Plus: Fair value adjustment of carrying value to redemption value 5,705,929 Contingently redeemable ordinary shares $ 92,459,548 |
Schedule of basic and diluted net income per share for each class of ordinary share | Year Ended For the Ordinary shares subject to possible redemption Numerator: Net loss allocable to Class A ordinary shares subject to possible redemption $ (686,117 ) $ (319,025 ) Denominator: Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted 9,000,000 3,834,783 Basic and Diluted net loss per share, Redeemable Class A Ordinary shares $ (0.08 ) $ (0.08 ) Non-Redeemable Ordinary shares Numerator: Net loss allocable to Non-Redeemable Class A and Class B ordinary shares not subject to redemption $ (213,763 ) $ (246,273 ) Denominator: Weighted Average Non-Redeemable Class A and Class B Ordinary shares, Basic and Diluted 2,804,000 2,960,283 Basic and diluted net loss per share, ordinary shares $ (0.08 ) $ (0.08 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | Description: Level December 31, Level December 31, Assets: U.S. Money Market and Treasury Securities Held in Trust Account 1 $ 92,459,548 1 $ 91,538,680 Liabilities: Warrant liability – Private Warrants 3 96,059 3 $ 348,217 Warrant liability – Representative’s Warrants 3 107,779 3 $ 808,295 Convertible Promissory Note 3 975,324 $ — |
Schedule of quantitative information regarding level 3 fair value measurements | December 31, December 31, Exercise price $ 11.50 $ 11.50 Share price $ 10.21 $ 10.24 Volatility 6.5 % 11.7 % Expected life 5.39 5.91 Risk-free rate 1.29 % 0.49 % Dividend yield — % — % December 31, Risk-free interest rate 0.84 % Time to Expiration (in years) 0.39 Expected volatility 4.9 % Dividend yield 0.00 % Stock Price $ 10.82 Probability of transaction 90.00 % |
Schedule of fair value of warrant liabilities | Private Representative’s Warrant Fair value as of December 31, 2020 $ 348,217 $ 808,295 $ 1,156,512 Change in fair value (1) (252,158 ) (700,516 ) (952,674 ) Fair value as of December 31, 2021 $ 96,059 $ 107,779 $ 203,838 Fair value as of December 31, 2020 $ — Proceeds received through Convertible Promissory Note 900,000 Interest accrued at 4% per annum based on 365 days in a year 5,027 Change in fair value 70,297 Fair value as of December 31, 2021 $ 975,324 |
Description of Organization, _2
Description of Organization, Business Operations, and Going Concern (Details) - USD ($) | Mar. 01, 2022 | Nov. 10, 2021 | Nov. 09, 2021 | Nov. 12, 2020 | Feb. 13, 2022 | Dec. 31, 2020 | Dec. 31, 2021 |
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | |||||||
Sale of stock (in Shares) | 479,000 | ||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 10 | ||||||
Number of units (in Shares) | 479,000 | ||||||
Number of purchase share (in Shares) | 3,750,000 | ||||||
Market price per right (in Dollars per share) | $ 0.2 | $ 0.2 | |||||
Cash underwriting fee | $ 1,575,000 | ||||||
Fair value of warrants | 424,270 | ||||||
Fair value of representative’s shares | 653,250 | ||||||
Other cash offering costs | $ 593,861 | ||||||
Sale of units per share (in Dollars per share) | $ 11.5 | $ 10 | |||||
Trust Account | $ 900,000 | ||||||
Trust account per share (in Dollars per share) | $ 0.1 | $ 10.17 | |||||
Net assets held in the trust Account | 80.00% | ||||||
Outstanding voting securities percentage | 50.00% | ||||||
Trust account per public share (in Dollars per share) | $ 10.27 | ||||||
Subsequently plus per share (in Dollars per share) | $ 0.1 | ||||||
Net tangible assets least | $ 5,000,001 | ||||||
Redeem public shares, percentage | 100.00% | ||||||
Reduction per share (in Dollars per share) | $ 10.27 | ||||||
Operating bank account | $ 223,398 | ||||||
Working capital deficit | $ 1,745,874 | ||||||
Contribution from sponsor | 25,000 | ||||||
Loan proceeds from Sponsor | $ 300,000 | ||||||
Capital contribution | 900,000 | ||||||
Accrued interest | $ 975,324 | ||||||
Principal amount | $ 750,000 | ||||||
Drawn and remains outstanding | $ 300,000 | ||||||
I Banker [Member] | |||||||
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | |||||||
Number of purchase share (in Shares) | 1,250,000 | ||||||
Market price per right (in Dollars per share) | $ 0.2 | ||||||
IPO [Member] | |||||||
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | |||||||
Sale of stock (in Shares) | 9,000,000 | 9,000,000 | 9,000,000 | ||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | |||||
Transaction cost | $ 3,246,381 | ||||||
Net proceeds | $ 91,530,000 | ||||||
Sale of units per share (in Dollars per share) | $ 10.17 | ||||||
Representative [Member] | |||||||
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | |||||||
Number of units (in Shares) | 65,000 | ||||||
Proposed Public Offering [Member] | |||||||
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | |||||||
Trust account per public share (in Dollars per share) | $ 10 | ||||||
Class A Ordinary Shares [Member] | |||||||
Description of Organization, Business Operations, and Going Concern (Details) [Line Items] | |||||||
Ordinary shares, par value per share (in Dollars per share) | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Federal depository insurance | $ 250,000 |
Trust account held in marketable securities | $ 92,459,548 |
Private warrants shares (in Shares) | shares | 479,000 |
Warrants issued shares (in Shares) | shares | 450,000 |
Deferred offering costs | $ 3,246,381 |
Underwriting fee | 1,575,000 |
Representative’s warrants | 424,270 |
Fair value of representative’s shares | 653,250 |
Other cash offering costs | $ 593,861 |
Common Shares subject to possible redemption (in Shares) | shares | 9,000,000 |
Aggregate of ordinary shares outstanding (in Shares) | shares | 6,137,400 |
Marketable Securities [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Trust account held in marketable securities | $ 92,459,548 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of ordinary share reflected on the balance sheet | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of ordinary share reflected on the balance sheet [Abstract] | |
Gross proceeds | $ 90,000,000 |
Less: | |
Ordinary share issuance costs | (3,246,381) |
Plus: | |
Fair value adjustment of carrying value to redemption value | 5,705,929 |
Contingently redeemable ordinary shares | $ 92,459,548 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share for each class of ordinary share - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Numerator: | ||
Net loss allocable to Class A ordinary shares subject to possible redemption | $ (319,025) | $ (686,117) |
Denominator: | ||
Weighted Average Redeemable Class A Ordinary shares, Basic and Diluted (in Shares) | 3,834,783 | 9,000,000 |
Basic and Diluted net loss per share, Redeemable Class A Ordinary shares | $ (0.08) | $ (0.08) |
Numerator: | ||
Net loss allocable to Non-Redeemable Class A and Class B ordinary shares not subject to redemption | $ (246,273) | $ (213,763) |
Denominator: | ||
Weighted Average Non-Redeemable Class A and Class B Ordinary shares, Basic and Diluted (in Shares) | 2,960,283 | 2,804,000 |
Basic and diluted net loss per share, ordinary shares (in Dollars per share) | $ (0.08) | $ (0.08) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Nov. 09, 2021 | Nov. 12, 2020 | Dec. 31, 2021 |
Initial Public Offering (Details) [Line Items] | |||
Sale of stock | 479,000 | ||
Expiration period | 5 years | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of stock | 9,000,000 | 9,000,000 | 9,000,000 |
Sale of stock price per share | $ 10 | $ 10 | |
Class A Ordinary Shares [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Common stock, description | Each unit consists of one share of Class A ordinary shares, one-half warrant to purchase one share of Class A ordinary shares (“Public Warrants”), and one right (“Rights”). Each Public Warrant will entitle the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment. |
Private Placement (Details)
Private Placement (Details) - USD ($) | Nov. 12, 2020 | Dec. 31, 2021 | Nov. 09, 2021 |
Private Placement (Details) [Line Items] | |||
Aggregate shares purchase | 479,000 | ||
Aggregate additional shares purchase unit | 65,000 | ||
Aggregate purchase price | $ 479,000 | ||
Sale of Stock, Price Per Share | $ 10 | $ 11.5 | |
Exercised years | 5 years | ||
Redeem public shares, percentage | 100.00% | ||
Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate purchase price | $ 4,790,000 | ||
Sponsor [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate shares purchase | 414,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 09, 2021 | Nov. 12, 2020 | Nov. 09, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Mar. 01, 2022 | Feb. 13, 2022 | Dec. 24, 2020 | Sep. 30, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Issuance of sponsor shares (in Shares) | 479,000 | |||||||||
Formation cost | $ 177,591 | |||||||||
Working capital loans | $ 1,500,000 | |||||||||
Additional price per unit (in Dollars per share) | $ 10 | |||||||||
Initial public offering, value | $ 900,000 | |||||||||
Note rate per annum | 4.00% | |||||||||
Ordinary rice, per share (in Dollars per share) | $ 11.5 | $ 10 | ||||||||
Outstanding loans | $ 975,324 | |||||||||
Accrued interest expense | 5,027 | |||||||||
Change in fair value of principal note | $ 70,297 | |||||||||
Office rent per month | $ 10,000 | |||||||||
Accrued related agreement | $ 17,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Principal amount | $ 750,000 | |||||||||
Outstanding loans | $ 300,000 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Issuance of sponsor shares (in Shares) | 414,000 | |||||||||
Principal amount | $ 900,000 | |||||||||
Note rate per annum | 4.00% | |||||||||
American Physicians LLC [Member] | Subsequent Event [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Principal amount | $ 750,000 | |||||||||
Unsecured Promissory Note [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Principal amount | $ 300,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares subject to forfeiture (in Shares) | 337,500 | |||||||||
IPO [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Issuance of sponsor shares (in Shares) | 9,000,000 | 9,000,000 | 9,000,000 | |||||||
Issuance of price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||
Price per share (in Dollars per share) | $ 0.1 | |||||||||
Ordinary rice, per share (in Dollars per share) | $ 10.17 | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Issuance of sponsor shares (in Shares) | 2,875,000 | |||||||||
Aggregate of Founder shares (in Shares) | 287,500 | |||||||||
Founder shares outstanding (in Shares) | 2,587,500 | |||||||||
Shares subject to forfeiture (in Shares) | 337,500 | |||||||||
Founder shares, description | At the election of the Sponsor, up to $600,000 of the unpaid principal amount of the Note may be converted into units of the Company, each unit consisting of one Class A share of the Company, one right exchangeable into one-tenth of one Cass A ordinary share and one warrant exercisable for one-half of one Class A ordinary share of the Company upon the consummation of an initial business combination (the “Conversion Units”), equal to (x) the portion of the principal amount of the Note being converted, divided by (y) $10.00 rounded up to the nearest whole number of units. | |||||||||
Class B Ordinary Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Issuance of sponsor shares (in Shares) | 25,000 | |||||||||
Issuance of price per share (in Dollars per share) | $ 0.01 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Nov. 12, 2020 | Dec. 31, 2021 |
Commitments and Contingencies (Details) [Line Items] | ||
Underwriters compensation | $ 653,250 | |
Representative warrant description | The Company initially estimated the fair value of the Representative’s Warrants at $424,270 using the Monte Carlo simulation model. As of December 31, 2021, the fair value of the Representative’s Warrant granted to the underwriters is estimated to be $107,779 using the following assumptions: (1) expected volatility of 6.5%, (2) risk-free interest rate of 1.29% and (3) expected life of 5.39 years. The expected volatility was determined by the Company based on the historical volatilities of a set of comparative special purpose acquisition companies (“SPAC”), and the risk-fee interest rate was determined by reference to the U.S. Treasury yield curve in effect for time period equals to the expected life of the Representative’s Warrant. | |
Cash underwriting discount | 1.75% | |
Gross proceeds from issuance proposed public offering | $ 1,575,000 | |
Percentage of advisory fee | 2.75% | |
Payable to representative at closing balance | $ 2,475,000 | |
Open market purchases, description | Our sponsor entered into an agreement in accordance with the guidelines of Rule 10b5-1 under the Exchange Act, to place limit orders, through ED&F Man Capital Markets Inc., an independent broker-dealer registered under Section 15 of the Exchange Act which is not affiliated with us nor part of the underwriting or selling group, to purchase an aggregate of up to 3,750,000 of our rights in the open market at market prices, and not to exceed $0.20 per right during the period commencing on the later of (i) December 10, 2020, the date separate trading of the rights commenced or (ii) sixty calendar days after the end of the “restricted period” under Regulation M, continuing until the date that was the earlier of (a) November 9, 2021 and (b) the date that we announced that we had entered into a definitive agreement in connection with our initial business combination, or earlier in certain circumstances as described in the limit order agreement. The limit orders required such members of our sponsor to purchase any rights offered for sale (and not purchased by another investor) at or below a price of $0.20, until the earlier of (x) the expiration of the buyback period or (y) the date such purchases reach 3,750,000 rights in total. | |
Purchase of additional market shares (in Shares) | 1,250,000 | |
Market share price (in Dollars per share) | $ 0.2 | $ 0.2 |
Consideration amount | $ 400,000,000 | |
Per share value (in Dollars per share) | $ 10 | |
Class A Ordinary Shares [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Issuance of underwriter shares (in Shares) | 75,000 | |
Price per share (in Dollars per share) | $ 0.01 | |
Class A Ordinary Shares [Member] | Warrant [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Purchase of warrant (in Shares) | 450,000 |
Warrants and Rights (Details)
Warrants and Rights (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights [Abstract] | |
Warrants, description | Each whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment as discussed herein. 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 its initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Class A ordinary shares (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 Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. |
Warrant expire term | 5 years |
Private warrants redemption, description | The Company may call the warrants for redemption (excluding the private warrants, and any outstanding Representative’s Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of $0.01 per warrant:• at any time while the warrants are exercisable,• upon not less than 30 days’ prior written notice of redemption to each warrant holder,• if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third trading business day prior to the notice of redemption to warrant holders, and• if, and only if, there is a current registration statement in effect with respect to the issuance of the Class A ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day until the date of redemption. |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | Dec. 24, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 09, 2020 |
Shareholders’ Deficit (Details) [Line Items] | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Forfeited shares | 337,500 | ||||
Business combination warrants, description | The Company’s initial shareholders have agreed not to transfer, assign or sell 50% its founder shares until the earlier to occur of (i) six months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s Class A 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-trading day period commencing after the initial Business Combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. | ||||
Class A Ordinary Shares [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Ordinary shares, shares authorized | 500,000,000 | ||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares outstanding | 554,000 | 554,000 | |||
Ordinary shares, subject to possible redemption | 9,000,000 | 9,000,000 | |||
Ordinary shares, shares issued | 554,000 | 554,000 | |||
Class B Ordinary Shares [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Ordinary shares, shares authorized | 50,000,000 | ||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares outstanding | 2,250,000 | 2,250,000 | |||
Ordinary shares, subscribed | 2,875,000 | ||||
Ordinary shares, subscribed amount (in Dollars) | $ 25,000 | ||||
Issued and outstanding share percentage (in Dollars) | $ 0.01 | ||||
Ordinary shares, shares issued | 2,250,000 | 2,250,000 | |||
Ordinary shares outstanding percentage | 20.00% | ||||
Founder shares [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Aggregate founders shares | 287,500 | ||||
Ordinary shares, shares issued | 2,587,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2021USD ($)$ / shares |
Fair Value Disclosures [Abstract] | |
Held in trust account | $ | $ 92,459,548 |
Strike price | $ / shares | 12 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets measured at fair value on a recurring basis - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets measured at fair value on a recurring basis [Line Items] | ||
U.S. Money Market and Treasury Securities Held in Trust Account | $ 92,459,548 | $ 91,538,680 |
Fair Value, Inputs, Level 3 [Member] | Warrant liability—Private Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of assets measured at fair value on a recurring basis [Line Items] | ||
Convertible Promissory Note | 96,059 | 348,217 |
Fair Value, Inputs, Level 3 [Member] | Warrant liability—Representative’s Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of assets measured at fair value on a recurring basis [Line Items] | ||
Convertible Promissory Note | 107,779 | 808,295 |
Fair Value, Inputs, Level 3 [Member] | Convertible Promissory Note [Member] | ||
Fair Value Measurements (Details) - Schedule of assets measured at fair value on a recurring basis [Line Items] | ||
Convertible Promissory Note | $ 975,324 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value measurements - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Share price (in Dollars per share) | $ 10.21 | $ 10.24 |
Expected volatility | 6.50% | 11.70% |
Expected life | 5 years 4 months 20 days | 5 years 10 months 28 days |
Risk-free interest rate | 1.29% | 0.49% |
Dividend yield | ||
Convertible Promissory Note [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Share price (in Dollars per share) | $ 10.82 | |
Probability of transaction | 90.00% | |
Expected volatility | 4.90% | |
Risk-free interest rate | 0.84% | |
Time to Expiration (in years) | 4 months 20 days | |
Dividend yield | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
Convertible Promissory Note [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | ||
Fair value as of December 31, 2020 | ||
Proceeds received through Convertible Promissory Note | 900,000 | |
Interest accrued at 4% per annum based on 365 days in a year | 5,027 | |
Change in fair value | 70,297 | |
Fair value as of December 31, 2021 | 975,324 | |
Private Warrants [Member] | Private Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | ||
Fair value as of December 31, 2020 | 348,217 | |
Change in fair value | (252,158) | [1] |
Fair value as of December 31, 2021 | 96,059 | |
Representative’s Warrant [Member] | Private Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | ||
Fair value as of December 31, 2020 | 808,295 | |
Change in fair value | (700,516) | [1] |
Fair value as of December 31, 2021 | 107,779 | |
Warrant Liability [Member] | Private Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | ||
Fair value as of December 31, 2020 | 1,156,512 | |
Change in fair value | (952,674) | [1] |
Fair value as of December 31, 2021 | $ 203,838 | |
[1] | Represents the non-cash gain on change in valuation of the Private Warrants and Representative’s Warrants and is included in Change in fair value of warrant liability on the statements of operations. |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities (Parentheticals) | Dec. 31, 2021 |
Schedule of fair value of warrant liabilities [Abstract] | |
Interest accrued rate | 4.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Feb. 13, 2022 | Feb. 09, 2022 | |
Subsequent Events (Details) [Line Items] | ||
Aggregate ordinary shares | 6,326,758 | |
Aggregate amount | $ 64,996,857.71 | |
Aggregate per shares | $ 10.27 | |
Ordinary shares issued and outstanding | 5,477,242 | |
Principal amount | $ 750,000 | |
Promissory note, description | (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor, up to $600,000 of the unpaid principal amount of the Note may be converted into units of the Company, each unit consisting of one Class A share of the Company, one right exchangeable into one-tenth of one Cass A ordinary share and one warrant exercisable for one-half of one Class A ordinary share of the Company upon the consummation of an initial business combination (the “Conversion Units”), equal to (x) the portion of the principal amount of the Note being converted, divided by (y) $10.00 rounded up to the nearest whole number of units. The Conversion Units are identical to the units issued by the Company to the Sponsor in a private placement in connection with the Company’s initial public offering. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Note. As of March 1, 2022, $300,000 was drawn on the note and remains outstanding. |