0001493152-21-032238 | 10-Q | XBRL Viewer

This number includes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 8).

Condensed Balance Sheets (Unaudited) (Parenthetical)	3 Months Ended
Oct. 31, 2021 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Common Stock, No Par Value \| $ / shares	$ 0
Common Stock, Shares Authorized, Unlimited [Fixed List]	Unlimited
Common Stock, Shares, Outstanding	2,156,250
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock forfeiture	281,250

Condensed Statements of Operations (Unaudited) - USD ($)

3 Months Ended

6 Months Ended

Oct. 31, 2021

Jul. 31, 2021

Income Statement [Abstract]

Formation and operating costs

$ 45,587

$ 8,377

Net loss

$ (45,587)

$ (8,377)

Basic and diluted weighted average shares outstanding, basic and diluted

^[1]

1,875,000

Basic and diluted net loss per ordinary share

$ (0.02)

$ (0.00)

[1]

This number excludes an aggregate of up to 281,250 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 8).

- Definition

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

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+ Details

Condensed Statements of Changes in Shareholder's Equity (Unaudited) - USD ($)

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Total

Beginning balance, value at Jan. 20, 2021

Beginning balance, shares at Jan. 20, 2021

^[1]

Issuance of ordinary shares to Initial Shareholder upon formation

Issuance of ordinary shares to Initial Shareholder upon formation, shares

^[1]

Issuance of ordinary shares to Initial Shareholder

37,499

Issuance of ordinary shares to Initial Shareholder, shares

^[1]

2,156,249

Net loss

(8,377)

Ending balance, value at Jul. 31, 2021

37,500

(8,377)

29,123

Ending balance, shares at Jul. 31, 2021

^[1]

2,156,250

Net loss

(45,587)

Ending balance, value at Oct. 31, 2021

$ 37,500

$ (53,964)

$ (16,464)

Ending balance, shares at Oct. 31, 2021

^[1]

2,156,250

[1]

- Definition

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

+ References

+ Details

- 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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+ Details

Condensed Statements of Cash Flows - USD ($)	3 Months Ended	6 Months Ended
Condensed Statements of Cash Flows - USD ($)	Oct. 31, 2021	Jul. 31, 2021
Cash flows from operating activities:
Net loss	$ (45,587)	$ (8,377)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation and operating costs paid by related party	136	8,377
Changes in current assets and liabilities:
Prepaid assets	45,451
Net cash used in operating activities
Net change in cash
Cash, beginning of the period
Cash, end of the period
Supplemental disclosure of noncash investing and financing activities
Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares		37,500
Deferred offering costs paid by related party	43,222	206,780
Deferred offering costs included in accrued offering costs and expenses	63,473	3,640
Prepaid expense paid by related party		$ 181,000

Organization and Business Operations

3 Months Ended

Oct. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business Operations

Note 1 — Organization and Business Operations

Organization and General

8i Acquisition 2 Corp (the “Company”) is a newly incorporated company incorporated on January 21, 2021, under the laws of the British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Initial Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location (excluding China). The Articles of Association prohibit the Company from undertaking the initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau).

As of October 31, 2021, the Company had not yet commenced any operations. All activity for the period from January 21, 2021 (inception) through October 31, 2021 relates to the Company’s formation and the proposed initial public offering (the “IPO”) described below. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

The Company has selected July 31 as its fiscal year end.

The Company will have 12 months from the closing of the IPO (or up to 18 months, with extension of two times by an additional three months each time) to consummate a Business Combination (the “Combination Period”). If the Company fails to consummate a Business Combination within the Combination Period, it will trigger its automatic winding up, liquidation and subsequent dissolution pursuant to the terms of the Company’s amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution.

As of March 18, 2021, the Company was sponsored by 8i Holdings Limited, a Limited Liability Exempted Company incorporated in the Cayman Islands on November 24, 2017. On April 12, 2021, 8i Holdings Limited transferred their founder shares (as defined below) to 8i Holdings 2 Pte Ltd (the “Sponsor”), a Singapore Limited Liability Company incorporated on April 1, 2021.

The Trust Account

Upon the closing of the IPO and the private placement, $86,250,000 was placed in a trust account (the “Trust Account”) with American Stock Transfer & Trust Company, LLC acting as trustee.

The funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United States government treasuries. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation.

Liquidity and Capital Resources

At October 31, 2021, the Company had $0 in cash and working capital deficit of $371,079 (excluding deferred offering costs).

The registration statement for the Company’s IPO (as described in Note 3) was declared effective on November 22, 2021. On November 24, 2021, the Company consummated the IPO of 8,625,000 units (include the exercise of the over-allotment option by the underwriters in the IPO) at $10.00 per unit (the “Public Units’), generating gross proceeds of $86,250,000. Each Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth of an ordinary share upon the consummation of an Initial Business Combination.

Simultaneously with the IPO, the Company sold to its Sponsor 292,250 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,922,500, which is described in Note 4.

Offering costs amounted to $5,876,815 consisting of $1,725,000 of underwriting fees, $3,018,750 of deferred underwriting fees, $649,588 of other offering costs and an excess of fair value of representative’s purchase option of $483,477. Except for the $100 for the Unit Purchase Option and $25,000 of subscription of ordinary shares (as defined in Note 7), the Company received net proceeds of $87,114,830 from the IPO and the private placement.

On January 21, 2021 and February 5, 2021, the Company issued an aggregate of 1,437,500 ordinary shares to 8i Holding Limited, which have been subsequently sold to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.017 per share. On June 14, 2021, the Sponsor transferred 15,000 founder shares in the aggregate to the directors for nominal consideration. On October 25, 2021, the Company issued an additional 718,750 ordinary shares which were purchased by the Sponsor for $12,500, resulting in an aggregate of 2,156,250 ordinary shares outstanding.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the filing of IPO 8-K form. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.

Significant Accounting Policies

3 Months Ended

Oct. 31, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus, which contains the initial audited financial statements and notes thereto for the period from January 21, 2021 (inception) to July 31, 2021 as filed with the SEC on November 21, 2021, and the Company’s report on Form 8-K, which contains the Company’s audited balance sheet and notes thereto as of November 24, 2021, as filed with the SEC on November 24, 2021. The interim results for the three months ended October 31, 2021 and for the period from January 21, 2021 (inception) through October 31, 2021 are not necessarily indicative of the results to be expected for the year ending July 31, 2022 or for any future interim periods.

Emerging Growth Company Status

The Company is an emerging growth company as defined by Section 2(a) of the JOBS Act and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but no limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosures obligations regarding executive compensation in its periodic reports and proxy statements, and exceptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payment not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires 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 and the reported amounts of revenues and expenses during the reporting period. 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 October 31, 2021 and July 31, 2021.

Deferred Offering Costs

The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A —“Expenses of Offering.” Deferred offering costs consist of costs incurred in connection with formation and preparation for the IPO. These costs, together with the any discounts, have been charged to additional paid-in capital upon completion of the IPO.

Net Loss Per Common Share

The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding for the period. Weighted average shares were reduced for the effect of an aggregate of 281,250 ordinary shares that are subject to forfeiture by the Company if the over-allotment option is not exercised by the underwriters (see Note 5). At October 31, 2021 and July 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the loss of the Company. As a result, diluted income per ordinary share is the same as basic loss per ordinary shares for the periods.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified the British Virgin Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on January 21, 2021, the evaluation was performed for the period ended October 31, 2021 which will be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.

The provision for income taxes was deemed to be immaterial for the period from January 21, 2021 (inception) through October 31, 2021.

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Shareholder’s Equity

3 Months Ended

Oct. 31, 2021

Equity [Abstract]

Shareholder’s Equity

Note 7 – Shareholder’s Equity

Ordinary Shares

The Company is authorized to issue unlimited ordinary shares of no par value. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share.

As of July 31, 2021, the Company has issued an aggregate of 1,437,500 ordinary shares for $25,000, of which 187,500 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in the IPO. On October 25, 2021, the Company issued additional 718,750 ordinary shares which were purchased by the Sponsor for $12,500, resulting in an aggregate of 2,156,250 ordinary shares outstanding. The Sponsor has agreed to forfeit 281,250 ordinary shares to the extent that the over-allotment option is not exercised in full by the underwriters. All shares and associated amounts have been retroactively restated to reflect the share capitalization. On November 24, 2021, the underwriters exercised the over-allotment option in full, so there is no shares subject to forfeiture any more.

Warrants

Each warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share commencing 30 days after the completion of its initial business combination, and expiring five years from after the completion of an initial business combination. No fractional warrant will be issued and only whole warrants will trade. The Company may redeem the warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period. If a registration statement is not effective within 60 days 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 an available exemption from registration under the Securities Act.

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.50 per share (with such issue price or effective issue price to be determined in good faith by our board of directors), (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 our initial business combination, and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the ordinary shares that triggers the Company’s right to redeem the Warrants will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.

- 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
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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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
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-Name Accounting Standards Codification
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-Section 50
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (b)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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+ Details

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Oct. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus, which contains the initial audited financial statements and notes thereto for the period from January 21, 2021 (inception) to July 31, 2021 as filed with the SEC on November 21, 2021, and the Company’s report on Form 8-K, which contains the Company’s audited balance sheet and notes thereto as of November 24, 2021, as filed with the SEC on November 24, 2021. The interim results for the three months ended October 31, 2021 and for the period from January 21, 2021 (inception) through October 31, 2021 are not necessarily indicative of the results to be expected for the year ending July 31, 2022 or for any future interim periods.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an emerging growth company as defined by Section 2(a) of the JOBS Act and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but no limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosures obligations regarding executive compensation in its periodic reports and proxy statements, and exceptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payment not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of October 31, 2021 and July 31, 2021.
Deferred Offering Costs	Deferred Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A —“Expenses of Offering.” Deferred offering costs consist of costs incurred in connection with formation and preparation for the IPO. These costs, together with the any discounts, have been charged to additional paid-in capital upon completion of the IPO.
Net Loss Per Common Share	Net Loss Per Common Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding for the period. Weighted average shares were reduced for the effect of an aggregate of 281,250 ordinary shares that are subject to forfeiture by the Company if the over-allotment option is not exercised by the underwriters (see Note 5). At October 31, 2021 and July 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the loss of the Company. As a result, diluted income per ordinary share is the same as basic loss per ordinary shares for the periods.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified the British Virgin Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on January 21, 2021, the evaluation was performed for the period ended October 31, 2021 which will be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The provision for income taxes was deemed to be immaterial for the period from January 21, 2021 (inception) through October 31, 2021.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Organization and Business Operations (Details Narrative) - USD ($)								3 Months Ended	6 Months Ended
	Nov. 24, 2021	Oct. 25, 2021	Jul. 31, 2021	Jun. 14, 2021	Apr. 12, 2021	Feb. 05, 2021	Jan. 22, 2021	Oct. 31, 2021	Jul. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Stock sold on transaction								$ 100
Cash								0
Working capital deficit								$ 371,079
Share price								$ 16.50
Number of shares issued for the period, shares			1,437,500
Number of shares issued for the period			$ 25,000						$ 37,499
Ordinary shares, outstanding								2,156,250
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for the period, shares		718,750
Number of shares issued for the period		$ 12,500
Ordinary shares, outstanding		2,156,250
Founder Shares [Member] \| Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for the period, shares					1,437,500	1,437,500	1,437,500
Number of shares issued for the period					$ 25,000	$ 25,000	$ 25,000
Share price						$ 0.017	$ 0.017
Founder Shares [Member] \| Director [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for the period, shares				15,000
Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Stock sold on transaction	$ 100
Transaction cost	5,876,815
Cash payments of underwriting commissions	1,725,000
Deferred underwriting commissions	3,018,750
Other offering costs	649,588
Purchase option fair value	483,477
Subscription of ordinary shares	25,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued								431,250
IPO [Member] \| Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Stock sold on transaction	$ 86,250,000
Sale of stock, shares issued	8,625,000
Share price	$ 10.00
Proceeds from sale of equity	$ 87,114,830
Private Placement [Member] \| Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Stock sold on transaction	$ 2,922,500
Sale of stock, shares issued	292,250
Share price	$ 10.00
Proceeds from sale of equity	$ 87,114,830

Related Party Transactions (Details Narrative) - USD ($)										3 Months Ended	6 Months Ended
	Dec. 06, 2021	Dec. 06, 2021	Nov. 24, 2021	Oct. 25, 2021	Jul. 31, 2021	Jun. 14, 2021	Apr. 12, 2021	Feb. 05, 2021	Jan. 22, 2021	Oct. 31, 2021	Jul. 31, 2021
Number of shares issued for the period					$ 25,000						$ 37,499
Stock Issued During Period, Shares, New Issues					1,437,500
Ordinary shares, outstanding										2,156,250
Maximum [Member]
Ordinary share price exceeds										$ 11.00
Subsequent Event [Member]
Repaid to related party loans	$ 396,157	$ 396,157
Over-Allotment Option [Member]
Share price										$ 10.00
Number of shares forfeited, unexercised by underwriters					187,500
Over-Allotment Option [Member] \| Subsequent Event [Member]
Share price			$ 10.00
Sponsor [Member]
Number of shares issued for the period				$ 12,500
Stock Issued During Period, Shares, New Issues				718,750
Ordinary shares, outstanding				2,156,250
Administrative service fee										$ 10,000
Mr. Meng Dong (James) Tan [Member]
Deferred Offering Costs And Formation And Operating Costs Paid By Related Party										43,358	0
Debt Instrument, Face Amount					$ 396,157					$ 396,157	$ 396,157
Founder Shares [Member] \| Sponsor [Member]
Number of shares issued for the period							$ 25,000	$ 25,000	$ 25,000
Share price								$ 0.017	$ 0.017
Stock Issued During Period, Shares, New Issues							1,437,500	1,437,500	1,437,500
Ordinary share price exceeds				$ 12.00
Founder Shares [Member] \| Sponsor [Member] \| Over-Allotment Option [Member]
Number of shares forfeited, unexercised by underwriters				281,250
Forfeiture of shares adjustment, description				The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares (excluding shares from units of private placement) after the IPO.
Percentage of forfeited shares adjusted with issued and outstanding				20.00%
Founder Shares [Member] \| Sponsor [Member] \| Over-Allotment Option [Member] \| Maximum [Member]
Number of shares forfeited, unexercised by underwriters				281,250
Founder Shares [Member] \| Sponsor [Member] \| Over-Allotment Option [Member] \| Subsequent Event [Member]
Number of shares forfeited, unexercised by underwriters			0
Founder Shares [Member] \| Director [Member]
Stock Issued During Period, Shares, New Issues						15,000

Commitments and Contingencies (Details Narrative) - USD ($)		3 Months Ended
	Nov. 24, 2021	Oct. 31, 2021
Loss Contingencies [Line Items]
Stock sold on transaction		$ 100
Warrants issued to purchase shares		215,625
Subsequent Event [Member]
Loss Contingencies [Line Items]
Underwriting commissions percentage	2.00%
Cash payments of underwriting commissions	$ 1,725,000
Deferred underwriting commissions percentage	3.50%
Deferred underwriting commissions	$ 3,018,750
Underwriting discount	225,000
Stock sold on transaction	$ 100
Maximum [Member]
Loss Contingencies [Line Items]
Sale of stock, shares issued		431,250
Stock option exercise price		$ 11.00
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Shares issued		1,125,000
Share price per share		$ 10.00
Over-Allotment Option [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Share price per share	$ 10.00
Sale of stock, shares issued	1,125,000
Proceeds from sale of equity	$ 11,250,000
Stock sold on transaction	$ 11,250,000
Over-Allotment Option [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Shares issued		7,500,000
IPO [Member]
Loss Contingencies [Line Items]
Shares issued		474,375
Sale of stock, shares issued		431,250
Ordinary shares issued		43,125
IPO [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Sale of stock, shares issued	8,625,000
Proceeds from sale of equity	$ 87,114,830
Stock sold on transaction	$ 86,250,000

Shareholder’s Equity (Details Narrative) - USD ($)							3 Months Ended	6 Months Ended
Shareholder’s Equity (Details Narrative) - USD ($)	Nov. 24, 2021	Oct. 25, 2021	Jul. 31, 2021	Apr. 12, 2021	Feb. 05, 2021	Jan. 22, 2021	Oct. 31, 2021	Jul. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Ordinary shares, authorized							Unlimited
Ordinary shares, no par value							$ 0
Ordinary shares voting rights							Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share.
Number of shares issued for the period, shares			1,437,500
Number of shares issued for the period			$ 25,000					$ 37,499
Ordinary shares, outstanding							2,156,250
Warrant to purchase ordinary share, price per share							$ 11.50
Description of reason for issuing warrant or right							No fractional warrant will be issued and only whole warrants will trade. The Company may redeem the warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period. If a registration statement is not effective within 60 days 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 an available exemption from registration under the Securities Act.
Warrants redemption price							$ 0.01
Sale of Ordinary share, price per share							16.50
Series of Individually Immaterial Business Acquisitions [Member]
Subsidiary, Sale of Stock [Line Items]
Business combination issue price							$ 9.50
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for the period, shares		718,750
Number of shares issued for the period		$ 12,500
Ordinary shares, outstanding		2,156,250
Sponsor [Member] \| Founder Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for the period, shares				1,437,500	1,437,500	1,437,500
Number of shares issued for the period				$ 25,000	$ 25,000	$ 25,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares forfeited, unexercised by underwriters			187,500
Over-Allotment Option [Member] \| Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Ordinary share, price per share	$ 10.00
Over-Allotment Option [Member] \| Sponsor [Member] \| Founder Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares forfeited, unexercised by underwriters		281,250
Over-Allotment Option [Member] \| Sponsor [Member] \| Founder Shares [Member] \| Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares forfeited, unexercised by underwriters	0

Subsequent Events (Details Narrative) - USD ($)				3 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Dec. 06, 2021	Dec. 06, 2021	Nov. 24, 2021	Oct. 31, 2021
Subsequent Event [Line Items]
Share price				$ 16.50
Stock sold on transaction				$ 100
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock sold on transaction			$ 100
Transaction cost			5,876,815
Cash payments of underwriting commissions			1,725,000
Deferred underwriting commissions			3,018,750
Other offering costs			649,588
Purchase option fair value			483,477
Subscription of ordinary shares			$ 25,000
Repayment of due to related party	$ 63,834
Repayment of related party loans	$ 396,157	$ 396,157
IPO [Member]
Subsequent Event [Line Items]
Sale of stock, shares issued				431,250
IPO [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Sale of stock, shares issued			8,625,000
Share price			$ 10.00
Stock sold on transaction			$ 86,250,000
Proceeds from sale of equity			$ 87,114,830
Over-Allotment Option [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Sale of stock, shares issued			1,125,000
Share price			$ 10.00
Stock sold on transaction			$ 11,250,000
Proceeds from sale of equity			$ 11,250,000
Private Placement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Sale of stock, shares issued			292,250
Share price			$ 10.00
Stock sold on transaction			$ 2,922,500
Proceeds from sale of equity			$ 87,114,830

Condensed Statements of Operations (Unaudited) (Parenthetical)	3 Months Ended
	Oct. 31, 2021 shares
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock forfeiture	281,250

Initial Public Offering (Details Narrative) - USD ($)		3 Months Ended
Initial Public Offering (Details Narrative) - USD ($)	Nov. 24, 2021	Oct. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Share price		$ 16.50
Proceeds from sale of stock		$ 100
Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of stock	$ 100
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued		431,250
IPO [Member] \| Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued	8,625,000
Share price	$ 10.00
Proceeds from sale of stock	$ 86,250,000
Sale of stock, description	Each Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth of an ordinary share upon the consummation of an Initial Business Combination. Each two redeemable warrants entitle the holder thereof to purchase one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a Business Combination. No fractional shares issued upon separation of the Units, and only whole Warrants will trade.
IPO [Member] \| Subsequent Event [Member] \| Anchor Investor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued	400,000
Over-Allotment Option [Member] \| Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued	1,125,000
Share price	$ 10.00
Proceeds from sale of stock	$ 11,250,000

Private Placement (Details Narrative) - USD ($)		3 Months Ended
Private Placement (Details Narrative) - USD ($)	Nov. 24, 2021	Oct. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Share price		$ 16.50
Proceeds from sale of stock		$ 100
Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of stock	$ 100
Private Placement [Member] \| Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued	292,250
Share price	$ 10.00
Proceeds from sale of stock	$ 2,922,500