0001410578-22-001153 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 05, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Entity File Number	001-40764
Entity Registrant Name	CHW ACQUISITION CORPORATION
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	2 Manhattanville Road,
Entity Address, Address Line Two	Suite 403
Entity Address, City or Town	Purchase
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10577
City Area Code	914
Local Phone Number	603-5016
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		15,687,500
Entity Central Index Key	0001842356
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one Redeemable Warrant
Trading Symbol	CHWAU
Security Exchange Name	NASDAQ
Ordinary Shares, par value $0.0001 per share, included as part of the Units
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share, included as part of the Units
Trading Symbol	CHWA
Security Exchange Name	NASDAQ
Redeemable Warrants included as part of the Units, each exercisable for Ordinary Share for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants included as part of the Units, each exercisable for an Ordinary Share for $11.50 per share
Trading Symbol	CHWAW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 335,162	$ 687,581
Due from Related Party	68,591	68,591
Prepaid expenses and other assets	332,125	286,687
Total current assets	735,878	1,042,859
Prepaid expenses- non current	119,726	191,429
Marketable securities held in Trust Account	125,013,199	125,002,997
TOTAL ASSETS	125,868,803	126,237,285
CURRENT LIABILITIES
Accrued and other expenses	2,334,300
Accounts payable	52,496	583,331
Total current liabilities	2,386,796	583,331
Deferred underwriting fee payable	4,375,000	4,375,000
Total liabilities	6,761,796	4,958,331
COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE ORDINARY SHARES
Ordinary shares subject to possible redemption, $0.0001 par value, 12,500,000 shares at redemption value of $10.00 per share.	125,000,000	125,000,000
SHAREHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Ordinary shares; $0.0001 par value; 110,000,000 shares authorized; 3,187,500 shares issued and outstanding (excluding 12,500,000 shares subject to possible redemption)	318	318
Accumulated deficit	(5,893,311)	(3,721,364)
Total Shareholders' Deficit	(5,892,993)	(3,721,046)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS' DEFICIT	$ 125,868,803	$ 126,237,285

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
CONDENSED BALANCE SHEETS
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	110,000,000	110,000,000
Common shares, shares issued	3,187,500	3,187,500
Common shares, shares outstanding	3,187,500	3,187,500
Temporary equity, shares issued	12,500,000	12,500,000
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Redemption Price Per Share	$ 10.00	$ 10.00

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2022	Mar. 31, 2021
OPERATING EXPENSES
General and administrative	$ 2,182,149	$ 11,634
Total expenses	2,182,149	11,634
OTHER INCOME
Interest income on investments held in Trust Account	10,202
Total other income	10,202
NET LOSS	$ (2,171,947)	$ (11,634)
Redeemable Ordinary Shares
OTHER INCOME
Basic weighted average shares outstanding of ordinary shares	12,500,000
Diluted weighted average shares outstanding of ordinary shares	12,500,000
Basic net loss per share	$ (0.14)	$ 0.00
Diluted net loss per share	$ (0.14)	$ 0.00
Non-redeemable Ordinary Shares
OTHER INCOME
Basic weighted average shares outstanding of ordinary shares	3,187,500	2,875,000
Diluted weighted average shares outstanding of ordinary shares	3,125,000	2,875,000
Basic net loss per share	$ (0.14)	$ 0.00
Diluted net loss per share	$ (0.14)	$ 0.00

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Ordinary Shares	Additional Paid-in Capital	Accumulated deficit	Total
Balance at the beginning at Jan. 11, 2021	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 11, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Ordinary shares to Sponsor	$ 288	24,713		25,000
Issuance of Ordinary shares to Sponsor (in shares)	2,875,000
Net loss			(11,634)	(11,634)
Balance at the end at Mar. 31, 2021	$ 288	$ 24,713	(11,634)	13,366
Balance at the end (in shares) at Mar. 31, 2021	2,875,000
Balance at the beginning at Dec. 31, 2021	$ 318		(3,721,364)	(3,721,046)
Balance at the beginning (in shares) at Dec. 31, 2021	3,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(2,171,947)	(2,171,947)
Balance at the end at Mar. 31, 2022	$ 318		$ (5,893,311)	$ (5,892,993)
Balance at the end (in shares) at Mar. 31, 2022	3,187,500

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,171,947)	$ (11,634)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on investments held in Trust Account	(10,202)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(26,265)
Accrued and other expenses	2,334,300
Accounts payable	(530,835)
Net cash flows used in operating activities	(352,419)	(11,634)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of offering costs		(35,162)
Proceeds from sponsor note		67,000
Net cash flows provided by financing activities		31,838
NET CHANGE IN CASH	(352,419)	20,204
CASH, BEGINNING OF PERIOD	687,581
CASH, END OF PERIOD	$ 335,162	20,204
Supplemental disclosure of noncash activities:
Payment of deferred offering costs by the Sponsor in exchange for the issuance Ordinary Shares		$ 25,000

Description of Organization and Business Operations and Liquidity

3 Months Ended

Mar. 31, 2022

Description of Organization and Business Operations and Liquidity

Description of Organization and Business Operations and Liquidity

Note 1 — Description of Organization and Business Operations and Liquidity

CHW Acquisition Corporation (the “Company”, “ CHW”) was incorporated in the Cayman Islands on January 12, 2021. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2022, the Company had not commenced any operations. All activity from January 12, 2021 (inception) through March 31, 2022, relates to the Company’s formation and initial public offering (“IPO”), which is described below, and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on August 30, 2021. On September 1, 2021, the Company consummated the IPO of 11,000,000 units (the “Units”) with respect to the ordinary shares (the “Ordinary Shares”) included in the units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $110,000,000, which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 4,000,000 warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, CHW Acquisition Sponsor, LLC and underwriters generating gross proceeds of $4,000,000, which is described in Note 4.

On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. Accordingly, on September 1, 2021, the Company consummated the sale of an additional 1,500,000 Units to the public, at $10.00 per Unit, and the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrants, generating total gross proceeds of $15,238,636.

Offering costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $13,130,743, consisting of $2,187,500 of underwriting fees, $4,375,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)), $5,975,625 for the fair value of shares issued to the anchor investors and representative shares (see Note 3 and Note 6) and $592,618 of other costs. As described in Note 6, the $4,375,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by December 1, 2022, subject to the terms of the underwriting agreement.

Following the closing of the IPO on September 1, 2021, an amount of $125,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement 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 assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants.

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001 either immediately prior to or upon consummation of the Business Combination, the Public Shares are redeemable and will be classified as such on the unaudited condensed balance sheet until such date that a redemption event takes place.

Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or share exchange rule. If a shareholder vote is not required by applicable law or share exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or share exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Subsequent to the consummation of the IPO, the Company adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Ordinary Shares sold in the IPO, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Ordinary Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by December 1, 2022, 15 months from the closing of the IPO (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per-share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On February 2, 2022, the Company, CHW Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of the Company, and Wag Labs, Inc., a Delaware corporation, entered into a Business Combination Agreement.

The Business Combination will be effected in two steps: (i) on the Domestication Closing Date, CHW will domesticate as a Delaware corporation (the “Domestication” and following the Domestication, CHW is referred to herein as “New Wag!”); and (ii) Merger Sub will merge with and into Wag!, with Wag! surviving the merger as a wholly owned subsidiary of New Wag! (the “Acquisition Merger”).

Concurrently with the Domestication, CHW will adopt and file a certificate of incorporation with the Secretary of State of the State of Delaware, pursuant to which CHW will change its name to Wag! Group Co. and adopt bylaws. At least one business day, but no more than two business days, after the Domestication, and no later than three business days following the satisfaction or waiver of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at the closing of the Acquisition Merger (the “Acquisition Closing”), but subject to the satisfaction or waiver of those conditions at such time), the Acquisition Merger will be consummated by the filing of a certificate of merger with the Secretary of State of the State of Delaware.

In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into Subscription Agreements (the "Subscription Agreements") with qualified institutional buyers (the "PIPE and Backstop Investors"), pursuant to which, among other things, the PIPE and Backstop Investors agreed to purchase an aggregate of 500,000 shares of common stock of CHW following the Domestication and immediately prior to the Acquisition Merger at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $5,000,000; provided, however, if the PIPE and Backstop Investors acquire shares of common stock of CHW in the open market between the date of the Subscription Agreements and the close of business on the third trading day prior to the special meeting of CHW's shareholders called in connection with the Business Combination, then the required purchase amount shall be reduced on a share-for-share basis by the number of shares of common stock of CHW so acquired in the open market (the "PIPE and Backstop Investment").

In connection with the execution of the Business Combination Agreement, on February 2, 2022, the Sponsor, Mark Grundman and Jonah Raskas (collectively, the "CHW Founder Shareholders") entered into that certain letter agreement (the "CHW Founders Stock Letter") with CHW and Wag!, pursuant to which, among other things, CHW, Wag!, and the CHW Founder Shareholders agreed, with respect to 360,750 Founder Shares (the "Forfeiture Shares"), during the period commencing on the date of the Business Combination Agreement and ending on the earlier of (A) the date that is three years after the Acquisition Closing, (B) the date on which the Forfeiture Shares are no longer subject to forfeiture, (C) subsequent to the Acquisition Closing, the consummation of a liquidation, merger, share exchange or other similar transaction that results in all of the New Wag! stockholders having the right to exchange their shares for cash, securities or other property, and (D) the valid termination of the Business Combination Agreement, to cause the Sponsor not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the SEC promulgated thereunder with respect to, any Forfeiture Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Forfeiture Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clauses (i) or (ii), subject to certain exceptions.

Wag! has delivered to CHW the Stockholder Support Agreement, dated February 2, 2022 (the "Stockholder Support Agreement"), pursuant to which, among other things, Wag!’s stockholders holding shares of Wag! common stock and Wag! preferred stock (the "Key Wag! Stockholders"), whose ownership interests collectively represent the outstanding Wag! common stock and Wag! preferred stock (voting on an as-converted basis) sufficient to approve the Business Combination on behalf of Wag!, will agree to support the approval and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to execute and deliver the requisite consent of Wag!'s stockholders holding shares of Wag! common stock and Wag! preferred stock sufficient under the Delaware General Corporation Law and Wag!'s certificate of incorporation and bylaws to approve the Business Combination Agreement and the Business Combination, in the form of a written consent executed by the Key Wag! Stockholders, within 48 hours of the Registration Statement on Form S-4 filed with the SEC in connection with the Business Combination becoming effective. The Stockholder Support Agreement will terminate upon the earliest to occur of (a) the Acquisition Merger Effective Time, (b) the date of the termination of the Business Combination Agreement, and (c) the effective date of a written agreement of CHW, Wag!, and the Wag! stockholders party thereto terminating the Stockholder Support Agreement (the "Expiration Time"). The Key Wag! Stockholders also agreed, until the Expiration Time, to certain transfer restrictions (excluding the conversion of Wag! preferred stock into Wag! common stock).

In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into a definitive commitment letter (the "Commitment Letter") with Blue Torch Capital LP (together with its affiliated funds and any other parties providing a commitment thereunder, including any additional lenders, agents, arrangers or other parties joined thereto after the date thereof, collectively, the "Debt Financing Sources"), pursuant to which, among other things, the Debt Financing Sources agreed to fund a $30 million senior secured term loan credit facility (the "Credit Facility"). The closing and funding of the Credit Facility will occur in connection with the closing of the transactions contemplated by the Business Combination Agreement, subject to the satisfaction or waiver of the conditions to funding set forth in the Commitment Letter. Upon closing, Wag! will be the primary borrower under the Credit Facility, New Wag! will be a parent guarantor and substantially all of Wag!'s existing and future subsidiaries will be subsidiary guarantors (subject to certain customary exceptions). The Credit Facility will be secured by a first priority security interest in substantially all assets of Wag! and the guarantors (subject to certain customary exceptions). In January 2022, the Company paid $100,000 to Blue Torch Capital LP as an expense deposit in connection with the Credit Facility. Such expense deposit is refundable to the Company less the amount of expenses actually incurred by the Debt Financing Sources.

Risks and Uncertainties

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus ("COVID-19") as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on closing a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Liquidity and Going Concern

As of March 31, 2022, the Company had $335,162 in its operating bank accounts, $125,013,199 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital deficit of $1,650,918. As of March 31, 2022, approximately $10,202 of the amount on deposit in the Trust Account represented interest income.

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 officers, directors and Sponsor 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. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These unaudited condensed 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 Accounting Policies

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10-K as filed with SEC on March 9, 2022.The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year end December 31, 2022 or for any future periods.

Emerging Growth Company

The Company is an emerging growth company as defined in Section 102 (b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company 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.

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and March 31, 2021.

Investments Held in Trust Account

At March 31, 2022, all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying unaudited statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Offering Costs associated with the Initial Public Offering

Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs for the IPO and underwriters’ partial exercise of the over-allotment option amounted to $13,130,743, consisting of $2,187,500 of underwriting fees, $4,375,000 of deferred underwriting fees payable, $5,975,625 for the fair value of shares issued to the anchor investors and representative shares and $592,618 of other costs.

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 Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheet, primarily due to their short-term nature.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities were deemed to be de minimis as of March 31, 2022.

FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and is measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. The Company’s Public Shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022, 12,500,000 Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable Ordinary Shares are affected by charges against additional paid-in capital and accumulated deficit.

At March 31, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Net Loss per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public and private warrants to purchase 16,738,636 Ordinary Shares at $11.50 per share were issued on September 1, 2021. At March 31, 2022, no warrants have been exercised. The 16,738,636 potential Ordinary shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended March 31, 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income/(loss) per common share is the same as basic net income/(loss) per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary share.


						For the period January 12,
	For the three months ended					2021 (Inception) to
	March 31,					March 31,
	2022				2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,737,558)	$	(434,389)	$	—		(11,634)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		2,875,000

Basic and dilution net loss per share	$	(0.14)	$	(0.14)	$	(0.00)	$	(0.00)

Accounting for Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Recent Accounting Pronouncements

The Company's 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

Initial Public Offering and Over-Allotment

3 Months Ended

Mar. 31, 2022

Initial Public Offering and Over-Allotment

Initial Public Offering and Over-Allotment

Note 3 — Initial Public Offering and Over-Allotment

Pursuant to the IPO, the Company sold 11,000,000 units at a price of $10.00 per Unit for aggregate purchase price of $110,000,000. Each Unit consists of one Ordinary Share (such Ordinary Shares included in the Units being offered, the “Public Shares”), and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Ordinary Shares at a price of $11.50 per share, subject to adjustment (see Note 8).

Thirteen qualified institutional buyers or institutional accredited investors which are not affiliated with the Company, the Sponsor, the Company’s directors, or any member of the Company’s management (the “anchor investors”), have each purchased units in the IPO at varying amounts not exceeding 9.9% of the units subject to the IPO. Upon each anchor investor purchasing the full amount of Units it had expressed an interest in, the anchor investors collectively own approximately 11% of the outstanding shares following the IPO, which includes the Founder Shares purchased by the anchor investors, and the Sponsor owns approximately 19% of the outstanding shares following the IPO (see Note 5).

Private Placement Warrants

3 Months Ended

Mar. 31, 2022

Private Placement Warrants.

Private Placement Warrants

Note 4 — Private Placement Warrants

Concurrently with the closing of the IPO, the Sponsor and underwriter purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $4,000,000. Each whole Private Placement Warrant is exercisable for one whole Ordinary Share at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the Private Placement Warrants at the IPO are held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

On August 30, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and partially exercised 1,500,000 Units and the remaining Units went un-exercised on expiry of 45 days. On September 1, 2021, the Company consummated the sale of an additional 238,636 Private Placement Warrants, at $1.00 per Private Placement Warrant for an aggregate purchase price of $238,636.

Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

On January 18, 2021, the Sponsor paid $25,000 in exchange for 2,875,000 Ordinary Shares (the “Founder Shares”). On August 30, 2021, the Company effectuated a 1.1-for-1 share split, resulting in an aggregate of 3,162,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 412,500 Ordinary Shares subject to forfeiture by the Sponsor to the extent that the underwriters’ overallotment is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the IPO.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of Ordinary Shares for cash, securities or other property.

In conjunction with each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the IPO the Sponsor sold 60,000 Founder Shares (or 30,000 Founder Shares, as applicable) to each anchor investor (750,000 founder shares in the aggregate) at their original purchase price totalling to $6,750; provided, however, that in the event that an anchor investor sells any of Units or Ordinary Shares purchased in the IPO within 30 days following the closing of the IPO, the number of Founder Shares transferred to such anchor investor would be reduced to 50,000 Founder Shares (or 25,000 Founder Shares, as applicable). The Company estimated the excess aggregate fair value over the amount paid by the anchor investors of the Founder Shares attributable to the Anchor Investors to be $5,515,500, or $7.362 per share. The excess of the fair value of the Founder Shares over the purchase price of $6,750 was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (SAB)Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost were recorded against additional paid in capital in accordance with the accounting of other offering costs. See Note 9 for valuation methodology and assumptions of the Founder Shares.

Promissory Note — Related Party

On January 18, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. As of March 31, 2022, there was no amount outstanding under the Promissory Note.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022, the Company had no outstanding borrowings under the Working Capital Loans.

Due from related party

As of March 31, 2022, the Sponsor held $68,591 from the closing of the IPO that will be deposited as soon as practical from the Company’s operating account.

Administrative Services Fee

The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. As of March 31, 2022, and March 31, 2021, $30,000 and $0 respectively have been paid under this arrangement.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies.

Commitments and Contingencies

Note 6 — Commitments and Contingencies

We received two private demand letters from purported shareholders in connection with the proposed de-SPAC transaction between CHW and WAG Labs, Inc. The demand letters seek certain supplemental disclosures and threaten to assert claims under the federal securities laws against CHW and its board of directors if the disclosures are not made. As of this date, no litigation has been filed.

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Ordinary Shares) pursuant to a registration rights agreement dated September 1, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration

statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,650,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The underwriters were paid a cash underwriting discount of $0.175 per unit, or $2,187,500 in the aggregate at the closing of the IPO (which includes amounts related to the partial exercise of the over-allotment option). In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $4,375,000 in the aggregate from the closing of the IPO ((which includes amounts related to the partial exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Representative Shares

In September 2021, the Company issued to the designees of the underwriter 62,500 Ordinary Shares (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the IPO, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $7.362 per share ($460,125 in the aggregate) based upon the price of the Founder Shares issued to the anchor investors (see Note 5). The holders of the Representative Shares have agreed not to transfer, assign, or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

See Note 9 for valuation methodology and assumptions of the Representative Shares.

Shareholders' Equity

3 Months Ended

Mar. 31, 2022

Shareholders' Equity

Shareholders' Equity

Note 7 - Shareholders’ Deficit

Preference Shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2022 and March 31, 2021, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue 110,000,000 shares of Founder Shares with a par value of $0.0001 per share. As of March 31, 2022, there were 3,187,500 Ordinary Shares outstanding (excluding 12,500,000 shares subject to redemption) and after giving affect to the forfeiture of 37,500 Ordinary Shares since the underwriters’ did not exercise the over-allotment option.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (i)
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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+ Details

Warrants

3 Months Ended

Mar. 31, 2022

Warrants.

Warrants

Note 8 - Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares

to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the Ordinary Shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to such Ordinary Shares. Notwithstanding the foregoing, if a registration statement covering the offer and sale of the Ordinary Shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and

●

if, and only if, the reported last sale price of the Public Shares equals or exceeds $16.50 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Ordinary Shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Ordinary Shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional 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 Public Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such 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 its 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 greater of the Market Value and the Newly Issued Price

and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165% of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Ordinary Shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

The Company has determined that warrants issued in connection with its IPO in September 2021 are subject to treatment as equity. In order to account for the fair value of the public warrants issued in the IPO, the Company used Black Scholes Model to allocate the proceeds to the Public warrants relating to the IPO. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable 'blank check' companies that recently went public in 2020 and 2021. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five-year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021.


	September 1, 2021
Share Price	$	10.00
Exercise Price	$	11.50
Redemption Trigger Price	$	16.50
Term (years)		5
Probability of Acquisition		80	%
Volatility		22	%
Risk Free Rate		1.31	%
Dividend Yield		0.00	%

The fair value of the Public Warrants as of September 1, 2021 was $1.32. As of March 31, 2022, the Company has 12,500,000 of Public Warrants and 4,238,636 of Private Warrants outstanding respectively.

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Measurements.

Fair Value Measurements

Note 9 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company's investments held in the Trust Account are classified as trading securities.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investment held in Trust Account

125,013,199

—

The Company utilized a Monte Carlo simulation model to value the Founder and Representative Shares at issuance. The estimated fair value of the shares is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected term and risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity in line with the timing of the and likelihood of completing a business combination. The Ordinary Share price was assumed to fluctuate with the Company projected volatility based on comparable public companies. The term was simulated based on managements assumptions regarding the timing and likelihood of completing a business combination.

The following table provides quantitative information for the founder share valuation.


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events

Subsequent Events

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures of the unaudited condensed financial statements.

Summary of Significant Accounting (Policies)

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Investments Held in Trust Account

Investments Held in Trust Account

Offering Costs associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Income Taxes

Income Taxes

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

At March 31, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Net Loss per Ordinary Share

Net Loss per Ordinary Share


						For the period January 12,
	For the three months ended					2021 (Inception) to
	March 31,					March 31,
	2022				2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,737,558)	$	(434,389)	$	—		(11,634)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		2,875,000

Basic and dilution net loss per share	$	(0.14)	$	(0.14)	$	(0.00)	$	(0.00)

Accounting for Warrants

Accounting for Warrants

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Reconciliation of Class A ordinary shares reflected in the condensed balance sheet

At March 31, 2022, the redeemable ordinary share subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:


Gross proceeds	$	125,000,000
Less:
Proceeds allocated to Public Warrants at issuance		(16,548,464)
Redeemable ordinary share issuance costs		(6,647,710)
Plus:
Accretion of carrying value to redemption value		23,196,174
Redeemable ordinary shares subject to possible redemption	$	125,000,000

Reconciliation of Net Loss per Ordinary Share


						For the period January 12,
	For the three months ended					2021 (Inception) to
	March 31,					March 31,
	2022				2021
	Ordinary		Founder		Ordinary		Founder
	Shares		Shares		Shares		Shares
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(1,737,558)	$	(434,389)	$	—		(11,634)

Denominator:
Weighted average shares outstanding		12,500,000		3,187,500		—		2,875,000

Basic and dilution net loss per share	$	(0.14)	$	(0.14)	$	(0.00)	$	(0.00)

Warrants (Tables)

3 Months Ended

Mar. 31, 2022

Warrants.

Schedule of quantitative information regarding fair value measurements at issuance

The following table provides quantitative information regarding fair value measurements at issuance on September 1, 2021.


	September 1, 2021
Share Price	$	10.00
Exercise Price	$	11.50
Redemption Trigger Price	$	16.50
Term (years)		5
Probability of Acquisition		80	%
Volatility		22	%
Risk Free Rate		1.31	%
Dividend Yield		0.00	%

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Measurements.

Schedule of Company's assets that are measured at fair value on a recurring basis

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Assets:

Level

(Level 1)

(Level 2)

(Level 3)

Investment held in Trust Account

125,013,199

—

Schedule of quantitative information the founder share valuation


	At
	September
	1, 2021
Share Price	10.00
Estimated Term Remaining	1.58
Volatility	14.2	%
Risk Free Rate	0.15	%

Description of Organization and Business Operations (Details)					1 Months Ended		3 Months Ended						9 Months Ended
	Feb. 02, 2022 USD ($) $ / shares shares	Sep. 01, 2021 USD ($) $ / shares shares	Aug. 30, 2021 USD ($)	Jan. 18, 2021 USD ($) shares	Jan. 31, 2022 USD ($)	Sep. 30, 2021 $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) item $ / shares shares	Mar. 31, 2021 USD ($)	Sep. 30, 2021 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Aug. 31, 2021 shares
Subsidiary, Sale of Stock [Line Items]
Condition for future business combination number of businesses minimum										1	1
Purchase price, per unit \| $ / shares							$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Sale of Private Placement Warrants (in shares) \| shares		16,738,636
Deferred underwriting fee payable							$ 4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000			$ 4,375,000
Other offering costs												$ 592,618
Proceeds from Related Party Debt												67,000
Condition for future business combination use of proceeds percentage										80
Condition for future business combination threshold Percentage Ownership										50
Condition for future business combination threshold Net Tangible Assets							$ 5,000,001	5,000,001	5,000,001	$ 5,000,001	$ 5,000,001
Redemption limit percentage without prior consent										15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)										100.00%
Months to complete acquisition \| item											15
Maximum Allowed Dissolution Expenses								100,000
Threshold business days for redemption of public shares							10 days
Cash							$ 335,162	335,162	335,162	$ 335,162	$ 335,162			687,581
Investments held in trust account							$ 125,013,199	125,013,199	$ 125,013,199	$ 125,013,199	$ 125,013,199			$ 125,002,997
Working Capital								1,650,918
Income on investments held in Trust Account and other interest								10,202
Aggregate purchase price												25,000
Founder Shares
Subsidiary, Sale of Stock [Line Items]
Aggregate purchase price								$ 6,750
Business Combination Agreement \| Credit Facility
Subsidiary, Sale of Stock [Line Items]
Payments as an expense deposit in connection with credit facility					$ 100,000
Amount of term loan	$ 30,000,000
Business Combination Agreement \| Founder Shares
Subsidiary, Sale of Stock [Line Items]
Forfeiture Shares \| shares	360,750
Period for forfeiture of shares	3 years
PIPE and Backstop Investors \| Subscription Agreements
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares	500,000
Purchase price per share \| $ / shares	$ 10.00
Aggregate purchase price	$ 5,000,000
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		1,500,000
Price of warrant \| $ / shares		$ 10.00
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Sale of Units in initial public offering, net of underwriting discounts and offering costs (in shares) \| shares		11,000,000							11,000,000
Purchase price, per unit \| $ / shares		$ 10.00				$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00		$ 10.00
Proceeds from issuance initial public offering		$ 110,000,000						$ 110,000,000					$ 110,000,000
Transaction Costs		13,130,743										13,130,743
Underwriting fees		2,187,500										2,187,500
Deferred underwriting fee payable		4,375,000					$ 4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000	$ 4,375,000	4,375,000
Other offering costs		592,618
Fair value of shares issued to the anchor investors and representative shares		5,975,625										$ 5,975,625
Contingent deferred underwriting fees payable		4,375,000
Payments for investment of cash in Trust Account		$ 125,000,000
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares							4,000,000	4,000,000	4,000,000	4,000,000	4,000,000
Price of warrant \| $ / shares							$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Proceeds from private placement warrants								$ 4,000,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares							4,000,000	4,000,000	4,000,000	4,000,000	4,000,000
Price of warrant \| $ / shares							$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Proceeds from private placement warrants								$ 4,000,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Sale of Units in initial public offering, net of underwriting discounts and offering costs (in shares) \| shares		1,500,000							1,650,000
Purchase price, per unit \| $ / shares		$ 10.00
Proceeds from issuance initial public offering		$ 15,000,000
Sale of Private Placement Warrants (in shares) \| shares															1,500,000
Proceeds from Issuance of Private Placement		$ 15,238,636
Redemption period upon closure			45 days
Number of shares issued \| shares						62,500
Aggregate purchase price			$ 15,000,000
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares) \| shares		238,636
Price of warrant \| $ / shares		$ 1.00
Proceeds from private placement warrants		$ 238,636
Sponsor \| Founder Shares
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares				2,875,000
Aggregate purchase price				$ 25,000

Summary of Significant Accounting Policies (Details)	3 Months Ended
Summary of Significant Accounting Policies (Details)	Mar. 31, 2022 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($)	Sep. 01, 2021 USD ($) $ / shares shares	Aug. 31, 2021 shares	Mar. 31, 2021 USD ($)
Cash equivalents	$ 0				$ 0
Ordinary shares, shares subject to possible redemption \| shares	12,500,000
Sale of Private Placement Warrants (in shares) \| shares			16,738,636
Exercise price of warrants \| $ / shares			$ 11.50
Number of classes of shares \| item	2
Number of warrants exercised \| shares	0
Antidilutive securities excluded from computation of earnings per share \| shares	16,738,636
Deferred underwriting fee payable	$ 4,375,000	$ 4,375,000
Other offering costs					592,618
Unrecognized tax benefits	0
Initial Public Offering
Offering costs			$ 13,130,743		13,130,743
Underwriting fees			2,187,500		2,187,500
Deferred underwriting fee payable	$ 4,375,000		4,375,000		4,375,000
Fair value of shares issued to the anchor investors and representative shares			5,975,625		$ 5,975,625
Other offering costs			$ 592,618
Over-allotment option
Sale of Private Placement Warrants (in shares) \| shares				1,500,000
Private Placement Warrants \| Over-allotment option
Sale of Private Placement Warrants (in shares) \| shares			238,636
Public Warrants
Sale of Private Placement Warrants (in shares) \| shares			1,500,000
Public Warrants \| Initial Public Offering
Exercise price of warrants \| $ / shares	$ 11.50

Summary of Significant Accounting Policies - Reconciliation of Ordinary Shares (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Gross proceeds	$ 125,000,000
Less: Proceeds allocated to Public Warrants at issuance	(16,548,464)
Redeemable ordinary share issuance costs	(6,647,710)
Accretion of carrying value to redemption value	23,196,174
Redeemable ordinary shares subject to possible redemption	$ 125,000,000	$ 125,000,000	$ 125,000,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Summary of Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Founder Shares
Allocation of income including accretion of temporary equity	$ (434,389)	$ (11,634)
Basic weighted average shares outstanding of ordinary shares	3,187,500	2,875,000
Diluted weighted average shares outstanding of ordinary shares	3,125,000	2,875,000
Basic net loss per share	$ (0.14)	$ 0.00
Diluted net loss per share	$ (0.14)	0.00
Ordinary Shares
Allocation of income including accretion of temporary equity	$ (1,737,558)
Basic weighted average shares outstanding of ordinary shares	12,500,000
Diluted weighted average shares outstanding of ordinary shares	12,500,000
Basic net loss per share	$ (0.14)
Diluted net loss per share	$ (0.14)	$ 0.00

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Initial Public Offering and Over-Allotment (Details)			3 Months Ended	9 Months Ended
Initial Public Offering and Over-Allotment (Details)	Sep. 01, 2021 USD ($) $ / shares shares	Aug. 30, 2021 shares	Mar. 31, 2022 USD ($) item $ / shares shares	Sep. 30, 2021 USD ($) $ / shares	Aug. 31, 2021 shares
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit \| $ / shares			$ 10.00
Exercise price of warrants \| $ / shares	$ 11.50
Number of warrants to purchase shares issued	16,738,636
Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	1,500,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	11,000,000		11,000,000
Purchase price, per unit \| $ / shares	$ 10.00		$ 10.00	$ 10.00
Proceeds from issuance initial public offering \| $	$ 110,000,000		$ 110,000,000	$ 110,000,000
Number of shares in a unit			1
Number of anchor investors \| item			13
Threshold percentage of units purchased by each investor in initial public offering			9.90%
Initial Public Offering \| Anchor Investor
Subsidiary, Sale of Stock [Line Items]
Percentage of outstanding shares owned after initial public offering			11.00%
Initial Public Offering \| Sponsor
Subsidiary, Sale of Stock [Line Items]
Percentage of outstanding shares owned after initial public offering			19.00%
Initial Public Offering \| Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit			1
Number of shares issuable per warrant			1
Exercise price of warrants \| $ / shares			$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,500,000		1,650,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering \| $	$ 15,000,000
Number of shares issuable per warrant		1,500,000
Number of warrants to purchase shares issued					1,500,000
Redemption Period Upon Closure		45 days

Private Placement Warrants (Details) - USD ($)			3 Months Ended
Private Placement Warrants (Details) - USD ($)	Sep. 01, 2021	Aug. 30, 2021	Mar. 31, 2022	Aug. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	16,738,636
Exercise price of warrant	$ 11.50
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued				1,500,000
Number of shares per warrant		1,500,000
Redemption Period Upon Closure		45 days
Over-allotment option \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued	238,636
Price of warrants	$ 1.00
Aggregate purchase price	$ 238,636
Private Placement
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued			4,000,000
Price of warrants			$ 1.00
Aggregate purchase price			$ 4,000,000
Private Placement \| Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Number of warrants to purchase shares issued			4,000,000
Price of warrants			$ 1.00
Aggregate purchase price			$ 4,000,000
Number of shares per warrant			1
Exercise price of warrant			$ 11.50

Related Party Transactions - Founder Shares (Details) - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 01, 2021	Aug. 30, 2021	Jan. 18, 2021	Sep. 30, 2021	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Aggregate purchase price						$ 25,000
Common shares, shares outstanding					3,187,500			3,187,500
Due from Related Party					$ 68,591			$ 68,591
Over-allotment option
Related Party Transaction [Line Items]
Aggregate purchase price		$ 15,000,000
Number of shares issued				62,500
Number of shares issuable per warrant		1,500,000
Redemption Period Upon Closure		45 days
Aggregate fair value of founder shares attributable to anchor investors				$ 460,125			$ 460,125
Fair value per share of founder shares attributable to anchor investors				$ 7.362			$ 7.362
Sponsor shares are sold in proposed public offering at their original purchase price
Related Party Transaction [Line Items]
Maximum percentage of allocated units acquired by each investor					100.00%
Number of founder shares sold to each anchor investors					60,000
Alternative number of founder shares sold to each anchor investors as applicable					30,000
Aggregate number of founder shares sold to anchor investors					750,000
Threshold period in which anchor investors sells units or shares purchased in proposed public offering					30 days
Anchor investors sold shares purchased in proposed public offering
Related Party Transaction [Line Items]
Number of founder shares sold to each anchor investors					50,000
Alternative number of founder shares sold to each anchor investors as applicable					25,000
Aggregate fair value of founder shares attributable to anchor investors					$ 5,515,500
Fair value per share of founder shares attributable to anchor investors					$ 7.362
Sponsor
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion					6 months
Due from Related Party					$ 68,591
Founder Shares
Related Party Transaction [Line Items]
Aggregate purchase price					$ 6,750
Common shares, shares outstanding					3,187,500
Threshold number of founder shares subject to forfeiture		412,500
Shares forfeited					37,500
Founder Shares \| Sponsor
Related Party Transaction [Line Items]
Aggregate purchase price			$ 25,000
Number of shares issued			2,875,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders		20.00%
Shares forfeited	37,500
Value of shares forfeited	$ 0
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)					$ 12.50		$ 12.50
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days

Related Party Transactions - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021	Jan. 18, 2021
Promissory Note with Related Party
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note				$ 300,000
Outstanding balance of related party note	$ 0
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month	10,000
Expenses incurred and paid	30,000	$ 0
Related Party Loans
Related Party Transaction [Line Items]
Outstanding borrowings under the Working Capital Loans	0
Loan conversion agreement warrant	$ 1,500,000		$ 1,500,000
Related Party Loans \| Working capital loans warrant
Related Party Transaction [Line Items]
Price of warrant	$ 1.00		$ 1.00

Commitments and Contingencies (Details) - USD ($)			1 Months Ended	3 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 01, 2021	Aug. 30, 2021	Sep. 30, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Share Price.				$ 9.50
Deferred underwriting fee payable				$ 4,375,000		$ 4,375,000
Underwriting cash discount per unit				$ 0.175
Underwriter cash discount				$ 2,187,500
Aggregate purchase price					$ 25,000
Over-allotment option
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,500,000			1,650,000
Share Price.	$ 10.00
Deferred Fee Per Unit				$ 0.35
Number of shares issued			62,500
Fair value per share of founder shares attributable to anchor investors			$ 7.362
Aggregate fair value of founder shares attributable to anchor investors			$ 460,125
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1,500,000
Redemption period upon closure		45 days
Aggregate purchase price		$ 15,000,000
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	11,000,000			11,000,000
Deferred underwriting fee payable	$ 4,375,000			$ 4,375,000	$ 4,375,000

Shareholders' Equity - Preferred Stock Shares (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Shareholders' Equity
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0
Preferred shares, shares outstanding	0	0	0

Shareholders' Equity - Common Stock Shares (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	110,000,000	110,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares outstanding (in shares)	3,187,500	3,187,500
Ordinary shares, shares subject to possible redemption	12,500,000
Founder Shares
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	110,000,000
Common shares, par value (in dollars per share)	$ 0.0001
Common shares, shares outstanding (in shares)	3,187,500
Ordinary shares, shares subject to possible redemption	12,500,000
Shares forfeited	37,500

Warrants (Details)	3 Months Ended
Warrants (Details)	Mar. 31, 2022 D $ / shares shares
Threshold period for filling registration statement after business combination	15 days
Threshold period for filling registration statement within number of days of business combination	60 days
Stock price trigger for redemption of public warrants \| $ / shares	$ 16.50
Threshold trading days for redemption of public warrants	20 days
Number of trading days over which the reported sale price is measured when determining the redemption price \| D	30
Share price \| $ / shares	$ 9.50
Percentage of gross proceeds on total equity proceeds	60.00%
Adjustment of exercise price of warrants based on market value (as a percent)	115.00%
Percentage of adjustment of redemption price of stock based on market value.	165.00%
Public Warrants
Number of fractional shares that will be issued upon exercise of warrants	0
Warrants exercisable term from the closing of the public offering	12 months
Warrants exercisable term from the completion of business combination	5 years
Warrants exercisable for cash	0
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01
Redemption Period	30 days
Warrants outstanding	12,500,000
Private Warrants
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Warrants outstanding	4,238,636

Warrants - Fair value measurements at issuance (Details)	Sep. 01, 2021 Y
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value	1.32
Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	10.00
Exercise Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	11.50
Redemption Trigger Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	16.50
Estimated Term Remaining
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5
Probability of Acquisition
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	80
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	22
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.31
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.00

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Assets:
Investments held in trust account	$ 125,013,199	$ 125,002,997
Level 1 \| Investments held in Trust Account
Assets:
Investments held in trust account	$ 125,013,199

Fair Value Measurements - Founder share valuation (Details)	Sep. 01, 2021
Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input	10.00
Estimated Term Remaining
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input	1.58
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input	14.2
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares, measurement input	0.15

Subsequent Events (Details) $ / shares in Units, $ in Millions	Feb. 02, 2022 USD ($) $ / shares shares
Subscription Agreements \| PIPE and Backstop Investors
Subsequent Event [Line Items]
Number of shares issued	500,000
Purchase price per share \| $ / shares	$ 10.00
Business Combination Agreement \| Credit Facility
Subsequent Event [Line Items]
Amount of term loan \| $	$ 30
Business Combination Agreement \| Founder Shares
Subsequent Event [Line Items]
Forfeiture Shares	360,750
Period for forfeiture of shares	3 years

Restatement of Prior Period Financial Statements (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Restatement of Prior Period Financial Statements
Redeemable ordinary shares subject to possible redemption	$ 125,000,000	$ 125,000,000	$ 125,000,000
Ordinary shares, $0.0001 par value	318	318
Retained earnings	(5,893,311)	(3,721,364)
Total liabilities and shareholders' equity	$ 125,868,803	$ 126,237,285

- Definition

Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.

+ References + Details

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

- Definition

+ References + Details

Restatement of Prior Period Financial Statements - Additional Information (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Restatement of Prior Period Financial Statements
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001