Document And Entity Information
Document And Entity Information - USD ($) | 5 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | Spree Acquisition Corp. 1 Ltd | ||
Trading Symbol | SHAP | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001881462 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-41172 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 94 Yigal Alon, Building B, 31st floor | ||
Entity Address, City or Town | Tel Aviv | ||
Entity Address, Postal Zip Code | 6789139 | ||
Entity Address, Country | IL | ||
Local Phone Number | 50-731-0810 | ||
City Area Code | +972 | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 1309 | ||
Auditor Name | Kesselman & Kesselman | ||
Auditor Location | Tel-Aviv, Israel | ||
Class A ordinary shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 20,000,000 | ||
Class B ordinary shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Balance Sheet
Balance Sheet $ in Thousands | Dec. 31, 2021USD ($) | |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,011 | |
Related party receivable | 15 | |
Prepaid expenses | 368 | |
TOTAL CURRENT ASSETS | 1,394 | |
Cash and cash equivalents held in Trust Account | 204,000 | |
Prepaid expenses | 351 | |
TOTAL ASSETS | 205,745 | |
CURRENT LIABILITIES: | ||
Accrued expenses | 97 | |
TOTAL CURRENT LIABILITIES | 97 | |
NON-CURRENT LIABILITY: | ||
Deferred underwriting compensation | 9,000 | |
TOTAL LIABILITIES | 9,097 | |
COMMITMENTS AND CONTINGENCIES | ||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 20,000,000 shares at December 31, 2021, at a redemption value of $10.20 per share | 204,000 | |
CAPITAL DEFICIENCY: | ||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized, 945,715 shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption) as of December 31, 2021 | [1] | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized, 5,031,250(1) issued and outstanding as of December 31, 2021 | [1] | |
Preference Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2021 | ||
Additional paid-in capital | ||
Accumulated deficit | (7,352) | |
TOTAL CAPITAL DEFICIENCY | (7,352) | |
TOTAL LIABILITIES AND SHARES SUBJECT TO POSSIBLE REDEMPTION NET OF CAPITAL DEFICIENCY | $ 205,745 | |
[1] | Represents an amount less than 1 thousand US Dollars. |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2021$ / sharesshares |
Shares subject to possible redemption | 20,000,000,000 |
Redemption value of per share (in Dollars per share) | $ / shares | $ 10.2 |
Preference shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 |
Preference shares, shares issued | |
Preference shares, shares outstanding | |
Class A ordinary shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 |
Ordinary shares, shares issued | 945,715 |
Ordinary shares, shares outstanding | 945,715 |
Class B ordinary shares | |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 |
Ordinary shares, shares issued | 5,031,250 |
Ordinary shares, shares outstanding | 5,031,250 |
Statement of Operations
Statement of Operations $ in Thousands | 5 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
FORMATION AND OPERATING EXPENSES | $ | $ (248) |
NET LOSS FOR THE PERIOD | $ | $ (248) |
WEIGHTED AVERAGE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | shares | 1,517,241 |
BASIC AND DILUTED EARNINGS PER CLASS A ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION, see Note 4 | $ / shares | $ 2.6 |
WEIGHTED AVERAGE OF NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES | shares | 5,102,994 |
BASIC AND DILUTED LOSS PER NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES, see Note 4 | $ / shares | $ (0.82) |
Statement of Changes in Shareho
Statement of Changes in Shareholders’ Equity - 5 months ended Dec. 31, 2021 - USD ($) $ in Thousands | Class AOrdinary Shares | Class BOrdinary Shares | Additional paid-in capital | Accumulated deficit | Total | ||
Issuance of Class B Ordinary Shares to the Sponsor (note 3) | [1] | $ 25 | $ 25 | ||||
Issuance of Class B Ordinary Shares to the Sponsor (note 3) (in Shares) | 5,750,000 | ||||||
Surrender of Class B Ordinary Shares to the Company (note 6) | [1] | ||||||
Surrender of Class B Ordinary Shares to the Company (note 6) (in Shares) | (718,750) | ||||||
Issuance of Private Units to the Sponsor (note 3) | [1] | 9,457 | 9,457 | ||||
Issuance of Private Units to the Sponsor (note 3) (in Shares) | 945,715 | ||||||
Issuance of public warrants, net of issuance costs (note 3) | 13,883 | 13,883 | |||||
Issuance of public warrants, net of issuance costs (note 3) (in Shares) | |||||||
Accretion of class A ordinary shares subject to redemption | (23,365) | (7,104) | (30,469) | ||||
Accretion of class A ordinary shares subject to redemption (in Shares) | |||||||
Net loss for the period | (248) | (248) | |||||
BALANCE AT December 31, 2021 at Aug. 05, 2021 | [1] | [1] | $ (7,352) | (7,352) | |||
BALANCE AT December 31, 2021 (in Shares) at Dec. 31, 2021 | 945,715 | 5,031,250 | [2] | ||||
BALANCE AT December 31, 2021 at Dec. 31, 2021 | $ (7,352) | ||||||
[1] | Represents an amount less than 1 thousand US Dollars. | ||||||
[2] | Includes 31,250 shares which were forfeited subsequent to December 31, 2021 as the over-allotment option was not exercised in full by the underwriter (see Note 7). |
Statement of Cash Flows
Statement of Cash Flows $ in Thousands | 5 Months Ended |
Dec. 31, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net loss for the period | $ (248) |
Changes in operating assets and liabilities: | |
Increase in related party receivable | (15) |
Increase in prepaid expenses | (719) |
Increase in accrued expenses | 97 |
Changes in operating assets and liabilities | (637) |
Net cash used in operating activities | (885) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Proceeds from issuance of Class B Ordinary Shares | 25 |
Proceeds from issuance of Private Units to the Sponsor | 9,457 |
Proceeds from issuance of Public Units | 200,000 |
Payment of underwriting commissions and Offering expenses | (3,586) |
Proceeds from a promissory note – related party | 300 |
Repayment of promissory note – related party | (300) |
Net cash provided by financing activities | 205,896 |
INCREASE IN CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT | 205,011 |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT BEGINNING OF THE PERIOD | |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD | 205,011 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT: | |
Cash and cash equivalents | 1,011 |
Cash and cash equivalents held in trust account | 204,000 |
CASH, CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS HELD IN TRUST ACCOUNT AT END OF THE PERIOD | 205,011 |
SUPPLEMENTARY INFORMATION REGARDING NON-CASH ACTIVITIES | |
Underwriter’s Deferred Compensation | $ 9,000 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: a. Organization and General SPREE ACQUISITION CORP. 1 LIMITED (hereafter – the Company) is a blank check company, incorporated on August 6, 2021 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination). Although the Company is not limited to a particular industry or geographic region for the purpose of consummating a Business Combination, the Company intends to focus its search on mobility-related technology businesses. The Company is an early stage and an emerging growth company, and as such, the Company is subject to all of its risks associated with early stage and emerging growth companies. All activity for the period from August 6, 2021 (inception) through December 31, 2021 relates to the Company’s formation and its initial public offering (the “Public Offering”) described below. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the Private Placement (as defined below in Note 1(b)). The Company has selected December 31 as its fiscal year end. b. Sponsor and Financing The Company’s sponsor is Spree Operandi, LP, a Cayman Islands exempted limited partnership, which formed a wholly owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership, for purposes of holding securities of the Company (collectively, the parent company and subsidiary, the “Sponsor”). The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on December 15, 2021. The initial stage of the Company’s Public Offering— the sale of 20,000,000 Units at a price of $10 per Unit or $200 million in the aggregate — closed on December 20, 2021. In addition, the Sponsor purchased in a private placement that closed concurrently with the Public Offering (the “Private Placement”) an aggregate of 945,715 private Units (see also note 3) (the “Private Units”) at a price of $10 per Private Unit, or $9,457,150 in the aggregate. Upon those closings, $204 million was placed in a trust account (the “Trust Account”) (see also note 2(d) below). Out of the $204 million placed in the trust account, $200 million was derived from the gross proceeds of the Public Offering, inclusive of the partial exercise of the over-allotment option by the underwriter, and an additional $4 million was derived from the proceeds invested by the Company’s Sponsor in the Private Placement, for the benefit of the public. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement. c. The Trust Account The proceeds held in the Trust Account are invested only in specified U.S. government treasury bills or in specified money market funds registered under the Investment Company Act and compliant with Rule 2a-7. Unless and until the Company completes the Business Combination, it may pay its expenses only from the net proceeds of the Private Placement of approximately $1 million held outside of the Trust Account, which remained after the payment of offering expenses (not including deferred underwriting commission) upon the closing of the Public Offering and the partial exercise of the underwriter’s over-allotment option. d. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5 million following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association, if the Company is unable to complete the initial Business Combination within a 15-month period (such 15-month period extended (a) to 18 months if the Company has filed (i) a Form 8-K including a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial business combination but has not completed the initial business combination within such 15-month period or (b) two instances by an additional three months each instance for a total of up to 18 months or 21 months, respectively, by depositing into the trust account for each three month extension an amount equal to $0.10 per unit) or during any shareholder-approved extension period, (hereafter — the Combination Period), following the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100 thousand of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in note 6) held by them if the Company fails to complete the initial Business Combination within 15 months or during any extension period following the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. e. Coronavirus pandemic The pandemic has adversely affected the economies and financial markets worldwide, and the business of any potential target business with which the Company consummates a Business Combination could be adversely affected as well. Furthermore, the Company may be unable to complete a Business Combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts the Company’s search for a Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for a further extensive period of time, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be adversely affected. f. Substantial Doubt about the Company's Ability to continue as a Going Concern In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern”, the Company has until March 20, 2023 (unless such period is extended, as detailed under d. Initial Business Combination above) to consummate the initial Business Combination. If a business combination is not consummated by this date (unless extended), 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 March 20, 2023. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by March 20, 2023. g. Emerging Growth Company 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 a comparison of the Company’s financial statement 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. |
Significant Accounting Policies
Significant Accounting Policies | 5 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES: The financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (hereafter – U.S. GAAP) and the regulations of the Securities Exchange Commission (hereafter – SEC). The significant accounting policies used in the preparation of the financial statement are as follows: a. Use of estimates in the preparation of financial statement The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement. b. Functional currency The U.S. dollar is the currency of the primary economic environment. The Company’s financing and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar. Foreign currency assets and liabilities are translated into the primary currency using the exchange rates in effect on the balance sheet date. Currency transaction gains and losses are presented in financial expenses, as appropriate. c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. d. Trust account As of December 31, 2021, the Company held deposits of $204,000 thousand in a treasury money market trust account. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820. e. Accrued expenses The Company accounts for all incurred expenses which have yet to be paid as accrued expenses. f. Redeemable Class A Ordinary Shares As discussed in note 1, all of the 20,000,000 Class A ordinary shares of $0.0001 par value each, sold as part of the Units in the Public Offering, contain a redemption feature. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its articles of association provide that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5 million. Accordingly, on December 31, 2021, 20,000,000 Class A ordinary shares included in the Units were classified outside of permanent equity at their redemption value of $10.20 per share. The proceeds from the IPO, as well as the related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares. Redeemable Shares of Class A Common Stock U.S. dollars Gross proceeds 200,000 Less: Proceeds allocated to public warrants (14,815 ) Class A shares issuance costs (11,654 ) Plus: Accretion of carrying value to redemption value 30,469 Class A common stock subject to possible redemption 204,000 g. Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the public and the private warrants are considered indexed to the entity’s own stock and are classified within equity. h. Earnings (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is computed by dividing net loss attributable to holders of ordinary shares of the Company, by the weighted average number of ordinary shares outstanding for the reporting period. In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. i. 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 of $250 thousand. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. j. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short term nature. k. Offering costs The Company complies with the requirements of the Accounting Standards Codification 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $586 thousand. These costs, together with the upfront and deferred underwriter commission, of $12,000,000 were allocated between the sale of the public shares and the public warrants. l. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASC 740. The Company accounts for uncertain tax positions (“UTPs”) in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit). As of December 31, 2021, no UTPs were identified. m. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Public Offering
Public Offering | 5 Months Ended |
Dec. 31, 2021 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 3 – PUBLIC OFFERING: In the Public Offering, the Company issued and sold 20,000,000 units (including 2,500,000 units sold at the closing pursuant to the underwriter’s partial exercise of its over-allotment option) at an offering price of $10.00 per unit (the “Units”). The Sponsor purchased (in the Private Placement that closed concurrently with the Public Offering) an aggregate of 945,715 Private Units at a price of $10 per Private Unit, or $9,457,150 in the aggregate. On January 29, 2022, the underwriter’s over-allotment option to buy up to an aggregate of 125,000 additional Units expired unexercised. As a result, 31,250 of the original 5,031,250 Class B ordinary shares issued to the sponsor, which were subject to forfeiture to the extent the underwriter’s over-allotment option was not fully exercised, were cancelled, leaving the sponsor with 5,000,000 Class B ordinary shares. Each Unit (private and public) consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Warrant” and, collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation. Once the Public Warrants become exercisable, the Company may redeem them 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, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) 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. The Company paid an underwriting commission of $4 million, in the aggregate, which represents 2.0% of the gross proceeds of the Public Offering, to the underwriter at the closing of the Public Offering. The underwriter has agreed to make a payment to the Company in an amount equal to 0.50% of the offering gross proceeds to reimburse certain of the expenses in connection with the offering. This reimbursement will have the effect of increasing the proceeds available to the Company outside of the Trust Account. Refer to note 5 for more information regarding an additional fee payable to the underwriter upon the consummation of a Business Combination. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 5 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 4 EARNINGS (LOSS) PER SHARE: a. Basic As of December 31, 2021, the Company had two classes of ordinary shares, Class A ordinary shares subject to possible redemption and non-redeemable Class A ordinary shares and Class B ordinary shares. Earnings or losses are shared pro rata between the two classes of ordinary shares, based on the weighted average number of shares issued outstanding for the period ended December 31, 2021 as follows: Period from April 19, 2021 to December 31, 2021 U.S. dollars in thousands (except share data) Loss attributable to redeemable Class A ordinary shareholders (57 ) Accretion on Class A ordinary shares subject to possible redemption 4,000 3,943 Weighted average of Class A ordinary shares subject to possible redemption 1,517,241 Basic and diluted earnings per Class A ordinary share subject to possible redemption 2.60 Loss attributable to non-redeemable Class A and Class B ordinary shareholders (191 ) Accretion on Class A ordinary shares subject to possible redemption (4,000 ) (4,191 ) Weighted average of non-redeemable Class A and Class B ordinary shares 5,102,994 Basic and diluted loss per non-redeemable Class A and Class B ordinary shares (0.82 ) Accretion associated with the redeemable class A shares are included in the LPS calculation, for the difference between the redemption amount and the initial fair value of the shares. b. Diluted As of December 31, 2021, the Company did not have any dilutive securities or any other contracts which could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS: a. On August 22, 2021, the Company signed a promissory note, under which it could borrow up to a $300 thousand principal amount from the Sponsor. Amounts drawn by the Company under the note were to be used to cover finance costs and expenses related to its formation and capital raise. The promissory note bears no interest and is payable on the earlier of (i) December 31, 2021, or (ii) the date of a capital raise (i.e., the closing of the Public Offering). On December 20, 2021, concurrently with the closing under the Public Offering, the Company repaid the Sponsor all of the principal amount due under the promissory note. b. On August 22, 2021, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement will commence on the effective date of the registration statement for the Public Offering and will continue until the earlier of (i) the consummation of the Company’s Business Combination, or (ii) the Company’s liquidation. c. As to Class B ordinary shares issued to the Sponsor, see Note 7 below. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES: Underwriter’s Deferred Compensation Under the Underwriting Agreement, the Company shall pay an additional fee (the “Deferred Underwriting Compensation”) of 4.5% ($9 million) of the gross proceeds of the Public Offering, payable upon the Company’s completion of the Business Combination. The Deferred Underwriting Compensation will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes the Business Combination. The Deferred Underwriting Compensation has been recorded as a deferred liability on the balance sheet at December 31, 2021, as management has deemed the consummation of a Business Combination to be probable. |
Capital Deficiency
Capital Deficiency | 5 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL DEFICIENCY | NOTE 7 – CAPITAL DEFICIENCY: a. Ordinary Shares Class A ordinary shares The Company is authorized to issue up to 500,000,000 Class A ordinary shares of $0.0001 par value each. Pursuant to the Public Offering on December 20, 2021, the Company issued and sold an aggregate of 20,000,000 Class A ordinary shares as part of the Units sold in the transaction. The Units (which also included Warrants) were sold at a price of $10 per Unit, for aggregate consideration of $200 million in the Public Offering. The Sponsor purchased an aggregate of 945,715 private shares as part of the Private Units (which also included private warrants) sold in the Private Placement at a price of $10 per Private Unit, or $9,457,150 in the aggregate. See note 3 above for further information regarding those share issuances. Class B ordinary shares The Company is authorized to issue up to 50,000,000 Class B ordinary shares of $0.0001 par value each. On August 23, 2021 the Company issued 5,750,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25,000 to the Sponsor. On November 23, 2021, the Sponsor surrendered to the Company for cancellation and for nil consideration 718,750 Class B ordinary shares of par value $0.0001 each. On January 29, 2022, the underwriter’s over-allotment option to buy up to an aggregate of 125,000 additional Units expired unexercised. As a result, 31,250 of the original 5,031,250 Class B ordinary shares issued to the sponsor, which were subject to forfeiture to the extent the underwriter’s over-allotment option was not fully exercised, were cancelled, leaving the sponsor with 5,000,000 Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, on a one-to-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the Business Combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial Business Combination. b. Preference shares The Company is authorized to issue up to 5,000,000 preference shares of $0.0001 par value each. As of December 31, 2021, the Company has no preference shares issued and outstanding. c. Warrants As to Warrants issued in the Public Offering and the Private Placement, see note 3. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 5 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of estimates in the preparation of financial statement | a. Use of estimates in the preparation of financial statement The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statement. |
Functional currency | b. Functional currency The U.S. dollar is the currency of the primary economic environment. The Company’s financing and operational costs are denominated in U.S. dollars. Accordingly, the functional currency of the Company is the U.S. dollar. Foreign currency assets and liabilities are translated into the primary currency using the exchange rates in effect on the balance sheet date. Currency transaction gains and losses are presented in financial expenses, as appropriate. |
Cash and cash equivalents | c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. |
Trust account | d. Trust account As of December 31, 2021, the Company held deposits of $204,000 thousand in a treasury money market trust account. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820. |
Accrued expenses | e. Accrued expenses The Company accounts for all incurred expenses which have yet to be paid as accrued expenses. |
Redeemable Class A Ordinary Shares | f. Redeemable Class A Ordinary Shares As discussed in note 1, all of the 20,000,000 Class A ordinary shares of $0.0001 par value each, sold as part of the Units in the Public Offering, contain a redemption feature. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its articles of association provide that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5 million. Accordingly, on December 31, 2021, 20,000,000 Class A ordinary shares included in the Units were classified outside of permanent equity at their redemption value of $10.20 per share. The proceeds from the IPO, as well as the related issuance costs were allocated based on relative fair value between the public warrants and the redeemable class A shares. Redeemable Shares of Class A Common Stock U.S. dollars Gross proceeds 200,000 Less: Proceeds allocated to public warrants (14,815 ) Class A shares issuance costs (11,654 ) Plus: Accretion of carrying value to redemption value 30,469 Class A common stock subject to possible redemption 204,000 |
Warrants | g. Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the public and the private warrants are considered indexed to the entity’s own stock and are classified within equity. |
Earnings (loss) per share | h. Earnings (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is computed by dividing net loss attributable to holders of ordinary shares of the Company, by the weighted average number of ordinary shares outstanding for the reporting period. In computing the Company’s diluted earnings per share, the denominator for diluted earnings per share is a computation of the weighted-average number of ordinary shares and the potential dilutive ordinary shares outstanding during the period. |
Concentration of Credit Risk | i. 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 of $250 thousand. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial instruments | j. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short term nature. |
Offering costs | k. Offering costs The Company complies with the requirements of the Accounting Standards Codification 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $586 thousand. These costs, together with the upfront and deferred underwriter commission, of $12,000,000 were allocated between the sale of the public shares and the public warrants. |
Income tax | l. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASC 740. The Company accounts for uncertain tax positions (“UTPs”) in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit). As of December 31, 2021, no UTPs were identified. |
Recent accounting pronouncements | m. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 5 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of fair value between the public warrants and the redeemable class A shares | Redeemable Shares of Class A Common Stock U.S. dollars Gross proceeds 200,000 Less: Proceeds allocated to public warrants (14,815 ) Class A shares issuance costs (11,654 ) Plus: Accretion of carrying value to redemption value 30,469 Class A common stock subject to possible redemption 204,000 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 5 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) Per Share Table [Abstract] | |
Schedule of earnings or losses are shared pro rata between the two classes of ordinary shares | Period from April 19, 2021 to December 31, 2021 U.S. dollars in thousands (except share data) Loss attributable to redeemable Class A ordinary shareholders (57 ) Accretion on Class A ordinary shares subject to possible redemption 4,000 3,943 Weighted average of Class A ordinary shares subject to possible redemption 1,517,241 Basic and diluted earnings per Class A ordinary share subject to possible redemption 2.60 Loss attributable to non-redeemable Class A and Class B ordinary shareholders (191 ) Accretion on Class A ordinary shares subject to possible redemption (4,000 ) (4,191 ) Weighted average of non-redeemable Class A and Class B ordinary shares 5,102,994 Basic and diluted loss per non-redeemable Class A and Class B ordinary shares (0.82 ) |
Description of Organization a_2
Description of Organization and Business Operations (Details) $ / shares in Units, $ in Thousands | 5 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Description of Organization and Business Operations (Details) [Line Items] | |
Sale of units (in Shares) | shares | 20,000,000 |
Sale of price per unit (in Dollars per share) | $ / shares | $ 10 |
Aggregate value | $ 200,000 |
Trust account | 204,000 |
Placed in the trust account | 204,000 |
Gross proceeds | 200,000 |
Derived from proceeds | $ 4,000 |
Fair market value, percentage | 80.00% |
Net tangible assets | $ 5,000 |
Extension amount per share (in Dollars per share) | $ / shares | $ 0.1 |
Business days | 10 days |
Taxes payable | $ 100 |
Private Placement [Member] | |
Description of Organization and Business Operations (Details) [Line Items] | |
Sale of units (in Shares) | shares | 945,715 |
Sale of price per unit (in Dollars per share) | $ / shares | $ 10 |
Aggregate value | $ 9,457,150 |
Trust account | $ 1,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 5 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Significant Accounting Policies (Details) [Line Items] | |
Deposits amount | $ 204,000,000 |
Class A ordinary shares issued (in Shares) | shares | 20,000,000 |
Net tangible assets | $ 5,000,000 |
Redemption value price per share (in Dollars per share) | $ / shares | $ 10.2 |
Federal depository insurance coverage | $ 250,000 |
Incurred offering costs | 586,000 |
Deferred underwriter commission | $ 12,000,000 |
Tax benefit percentage | 50.00% |
Class A Ordinary Shares [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Class A ordinary shares issued (in Shares) | shares | 20,000,000 |
Par value (in Dollars per share) | $ / shares | $ 0.0001 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of fair value between the public warrants and the redeemable class A shares - Redeemable Shares of Class A Common Stock [Member] $ in Thousands | 5 Months Ended |
Dec. 31, 2021USD ($) | |
Significant Accounting Policies (Details) - Schedule of fair value between the public warrants and the redeemable class A shares [Line Items] | |
Gross proceeds | $ 200,000 |
Less: | |
Proceeds allocated to public warrants | (14,815) |
Class A shares issuance costs | (11,654) |
Plus: | |
Accretion of carrying value to redemption value | 30,469 |
Class A common stock subject to possible redemption | $ 204,000 |
Public Offering (Details)
Public Offering (Details) - USD ($) | 1 Months Ended | 5 Months Ended |
Jan. 29, 2022 | Dec. 31, 2021 | |
Public Offering (Details) [Line Items] | ||
Price per unit | $ 10 | |
Aggregate of private units (in Shares) | 945,715 | |
Price per private unit | $ 10 | |
Aggregate amount (in Dollars) | $ 9,457,150 | |
Price per warrant | $ 0.01 | |
Ordinary shares equals or exceeds per share | $ 18 | |
Paid an underwriting commission (in Dollars) | $ 4,000,000 | |
Gross proceeds, percentage | 0.50% | |
Subsequent Event [Member] | ||
Public Offering (Details) [Line Items] | ||
Underwriter’s over-allotment option, description | the underwriter’s over-allotment option to buy up to an aggregate of 125,000 additional Units expired unexercised. As a result, 31,250 of the original 5,031,250 Class B ordinary shares issued to the sponsor, which were subject to forfeiture to the extent the underwriter’s over-allotment option was not fully exercised, were cancelled, leaving the sponsor with 5,000,000 Class B ordinary shares. | |
Business Combination [Member] | ||
Public Offering (Details) [Line Items] | ||
Business combination term | 5 years | |
Public Offering [Member] | ||
Public Offering (Details) [Line Items] | ||
Sold units (in Shares) | 20,000,000 | |
Gross proceeds, percentage | 2.00% | |
Over-Allotment Option [Member] | ||
Public Offering (Details) [Line Items] | ||
Sold units (in Shares) | 2,500,000 | |
Class A Ordinary Share [Member] | ||
Public Offering (Details) [Line Items] | ||
Warrant, description | Each Unit (private and public) consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Warrant” and, collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - Schedule of earnings or losses are shared pro rata between the two classes of ordinary shares $ / shares in Units, $ in Thousands | 8 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Schedule of earnings or losses are shared pro rata between the two classes of ordinary shares [Abstract] | |
Loss attributable to redeemable Class A ordinary shareholders | $ (57) |
Accretion on Class A ordinary shares subject to possible redemption | 4,000 |
Total redeemable ordinary shares | $ 3,943 |
Weighted average of Class A ordinary shares subject to possible redemption (in Shares) | shares | 1,517,241 |
Basic and diluted earnings per Class A ordinary share subject to possible redemption (in Dollars per share) | $ / shares | $ 2.6 |
Loss attributable to non-redeemable Class A and Class B ordinary shareholders | $ (191) |
Accretion on Class A ordinary shares subject to possible redemption | (4,000) |
Total non-redeemable ordinary shares | $ (4,191) |
Weighted average of non-redeemable Class A and Class B ordinary shares (in Shares) | shares | 5,102,994 |
Basic and diluted loss per non-redeemable Class A and Class B ordinary shares (in Dollars per share) | $ / shares | $ (0.82) |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 1 Months Ended |
Aug. 22, 2021USD ($) | |
Related Party Transactions [Abstract] | |
Principal amount | $ 300 |
Administrative expenses | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 5 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |
Deferred underwriting compensation, percentage | 4.50% |
Public Offering [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Gross proceeds of public offering | $ 9 |
Capital Deficiency (Details)
Capital Deficiency (Details) - USD ($) | Jan. 29, 2022 | Nov. 23, 2021 | Aug. 23, 2021 | Dec. 31, 2021 | Oct. 23, 2021 |
Capital Deficiency (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 10 | ||||
Aggregate consideration (in Dollars) | $ 200,000,000 | ||||
Purchased an aggregate shares | 945,715 | ||||
Aggregate value (in Dollars) | $ 9,457,150 | ||||
Sponsor Fees (in Dollars) | $ 25,000,000 | ||||
Consideration for cancellation shares | 718,750 | ||||
Preferred stock, shares authorized | 5,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||
Subsequent Event [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Aggregate of additional units | 125,000 | ||||
Private Placement [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 10 | ||||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Ordinary shares issued | 5,000,000 | ||||
Class A Ordinary Shares [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Common stock, shares authorized | 500,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Issued and sold an aggregate shares | 20,000,000 | ||||
Ordinary shares issued | 945,715 | ||||
Class B Ordinary Shares [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Common stock, shares authorized | 50,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Issued and sold an aggregate shares | 5,750,000 | ||||
Price per share (in Dollars per share) | $ 0.0001 | ||||
Ordinary shares issued | 5,031,250 | ||||
Class B Ordinary Shares [Member] | Subsequent Event [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Result of original shares | 31,250 | ||||
Ordinary shares issued | 5,031,250 |