0001493152-22-006206 | 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 7).

Condensed Balance Sheets (Parenthetical) - USD ($)		6 Months Ended
Condensed Balance Sheets (Parenthetical) - USD ($)	Jul. 31, 2021	Jan. 31, 2022	Jul. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Temporary Equity, Shares Authorized		8,225,000
Temporary Equity, Redemption Price Per Share		$ 10.00
Temporary Equity, Shares Issued		400,000
Temporary Equity, Par Value		$ 824
Common stock, no par value	$ 0	$ 0	$ 0
Common stock, shares authorized, unlimited		Unlimited	Unlimited
Common stock, shares, issued	2,156,250	2,448,500	2,156,250
Common Stock, Shares, Outstanding	2,156,250	2,448,500	2,156,250
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Forfeited	187,500	281,250

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

3 Months Ended

6 Months Ended

Jan. 31, 2021

Jan. 31, 2022

Income Statement [Abstract]

Formation and operating costs

$ 1,189

$ 225,636

$ 271,223

Loss from operations

(1,189)

(225,636)

(271,223)

Other income

Dividends on marketable securities held in trust

746

Total other income

746

Net loss

$ (1,189)

$ (224,890)

$ (270,477)

Basic and diluted weighted average redeemable ordinary shares outstanding, basic and diluted

^[1]

6,375,000

3,187,500

Basic and diluted net income per redeemable ordinary share

$ 0.59

$ 1.84

Weighted average shares outstanding of non-redeemable ordinary shares

1,875,000

2,372,261

2,264,255

Basic and diluted net loss per share, non-redeemable ordinary shares

$ (0.00)

$ (1.68)

$ (2.70)

[1]

This number includes an aggregate of up to 281,250 shares exercised in full or in part by the underwriters (see Note 5). As a result of the full exercise of the over-allot ment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 7).

Condensed Statements of Operations (Unaudited) (Parenthetical) - shares		6 Months Ended
	Jul. 31, 2021	Jan. 31, 2022
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock forfeiture	187,500	281,250

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

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Total

Balance as of January 21, 2021 (inception) at Jan. 20, 2021

Beginning balance, shares at Jan. 20, 2021

Net loss

(1,189)

Ending balance, value at Jan. 31, 2021

(1,189)

Ending balance, shares at Jan. 31, 2021

Balance as of January 21, 2021 (inception) at Jul. 31, 2021

37,500

(8,377)

29,123

Beginning 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

Balance as of January 21, 2021 (inception) at Jul. 31, 2021

37,500

(8,377)

29,123

Beginning balance, shares at Jul. 31, 2021

^[1]

2,156,250

Net loss

(270,477)

Ending balance, value at Jan. 31, 2022

(2,009,023)

Ending balance, shares at Jan. 31, 2022

^[1]

2,448,500

Balance as of January 21, 2021 (inception) at Oct. 31, 2021

37,500

(53,964)

(16,464)

Beginning balance, shares at Oct. 31, 2021

^[1]

2,156,250

Net loss

(224,890)

Sale of 8,625,000 Units through public offering

86,250,000

Sale of 8,625,000 Units through public offering, shares

^[1]

8,625,000

Sale of 292,250 Private Units

2,922,500

Sale of 292,250 Private Units, shares

^[1]

292,250

Sale of representative’s purchase option

100

Underwriters’ commission

(1,725,000)

Deferred underwriter commission

(3,018,750)

Other offering expenses

(649,588)

Ordinary shares subject to redemption

(71,074,007)

Ordinary shares subject to redemption, shares

^[1]

(8,625,000)

Subsequent measurement of ordinary shares subject to redemption under ASC 480-10-S99 against additional paid-in capital

(12,742,755)

(1,730,169)

(14,472,924)

Ending balance, value at Jan. 31, 2022

$ (2,009,023)

Ending balance, shares at Jan. 31, 2022

^[1]

2,448,500

[1]

Condensed Statements of Changes in Shareholder's Equity (Deficit) (Unaudited) (Parenthetical) - shares

3 Months Ended

6 Months Ended

Jul. 31, 2021

Jan. 31, 2022

Sale of 8,625,000 Units through public offering, shares

1,437,500

Over-Allotment Option [Member]

Shares Issued, Shares, Share-based Payment Arrangement, Forfeited

187,500

281,250

Common Stock [Member]

Sale of 8,625,000 Units through public offering, shares

^[1]

8,625,000

Stockholders' Equity, Other Shares

^[1]

292,250

[1]

Condensed Statements of Cash Flows (Unaudited) - USD ($)		6 Months Ended
	Jan. 31, 2021	Jan. 31, 2022
Cash flows from operating activities:
Net loss	$ (1,189)	$ (270,477)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by related party	1,189
Dividends earned on cash and marketable securities held in Trust Account		(746)
Changes in current assets and liabilities:
Prepaid assets		40,502
Due to related party		23,000
Accrued expenses		95,376
Net cash used in operating activities		(112,345)
Cash flows from investing activities:
Principal deposited in Trust Account		(86,250,000)
Net cash used in investing activities		(86,250,000)
Cash flows from financing activities:
Proceeds from Initial Public Offering		86,250,000
Proceeds from private placement		2,922,500
Proceeds from representative’s purchase option		100
Proceeds from promissory note – related party		300,000
Payment of underwriting commission		(1,725,000)
Payment to related party		(396,157)
Payment of deferred offering costs		(401,668)
Net cash provided by investing activities		86,949,775
Net change in cash		587,430
Cash, beginning of the period
Cash, end of the period		587,430
Supplemental disclosure of non-cash financing activities:
Deferred offering costs paid by related party	55,000
Initial value of common stock subject to possible redemption		85,546,186
Deferred underwriting commission		$ 3,018,750

Organization and Business Operations

6 Months Ended

Jan. 31, 2022

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 January 31, 2022, the Company had not yet commenced any operations. All activity for the period from January 21, 2021 (inception) through January 31, 2022 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 January 31, 2022 and July 31, 2021, the Company had $587,430 and nil in cash and working capital/(deficit) of $305,912 and $(218,797) (excluding deferred offering costs), respectively.

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 Mr. Meng Dong (James) Tan 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.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 24, 2022 (absent any extensions of such period by the Sponsor, pursuant to the terms described above) to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 24, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by November 24, 2022.

Significant Accounting Policies

6 Months Ended

Jan. 31, 2022

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, 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, and the Company’s report on Form 10-Q, which contains the Company’s unaudited financial statements and notes thereto as of October 31, 2021, as filed with the SEC on December 22, 2021. The interim results for the three and six months ended January 31, 2022 and for the period from January 21, 2021 (inception) through January 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 January 31, 2022 and July 31, 2021.

Investments Held in Trust Account

As of January 31, 2022, the assets held in the Trust Account was held in trading securities. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

At January 31, 2022, the Company had $86,250,746 held in the Trust Account, including $746 dividends earned on cash and marketable securities held in Trust Account.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of January 31, 2022 and July 31, 2021, the Company had not experienced losses on this account.

Offering Costs Associated with the IPO

Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of January 31, 2022, offering costs totaled $5,876,815 consisting of $1,725,000 of underwriting fees, $3,018,750 of deferred underwriting fees, $649,588 of other expenses, and an excess of fair value of representative’s purchase option of $483,477. The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares, public warrants and public rights based on the estimated fair values of public shares, public warrants and public rights at the date of issuance. Offering costs associated with the ordinary shares are allocated between permanent equity and temporary equity.

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 is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value (plus any interest earned and/or dividends on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets.

Net Loss Per Ordinary Shares

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable ordinary share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the redeemable ordinary shares and the non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 73% for the redeemable ordinary shares and 27% for the non-redeemable shares for the three months ended January 31, 2022 and 59% for the redeemable ordinary shares and 41% for the non-redeemable shares for the six months ended January 31, 2022, reflective of the respective participation rights.

The earnings per share presented in the condensed statements of operations is based on the following:

Schedule of earnings per share

	For the three months ended January 31, 2022			For the six months ended January 31, 2022
Net loss	$	(224,890	)	$	(270,477	)
Accretion of temporary equity to redemption value		(14,472,924	)		(14,472,924	)
Net loss including accretion of temporary equity to redemption value	$	(14,697,814	)	$	(14,743,401	)

Redeemable Non-redeemable Redeemable Non-redeemable Non- redeemable

Three Months Ended

Jan 31, 2022

Six Months Ended

Jan 31, 2022
Period from January 21, 2021 (inception) through January 31, 2021

Redeemable Non-redeemable Redeemable Non-redeemable Non- redeemable

Basic and diluted net loss per ordinary share:

Numerator:

Allocation of net loss including accretion of temporary equity $ (10,711,217 ) $ (3,985,851 ) $ (8,619,648 ) $ (6,123,007 ) $ (1,189 )

Accretion of temporary equity to redemption value 14,472,178 - 14,472,178 - -

Allocation of net income (loss) $ 3,760,961 $ (3,985,851 ) $ 5,852,530 $ (6,123,007 ) $ (1,189 )

Denominator:

Weighted average shares outstanding 6,375,000 2,372,261 3,187,500 2,264,255 1,875,000

Basic and diluted net income (loss) per ordinary share $ 0.59 $ (1.68 ) $ 1.84 $ (2.70 ) $ (0.00 )

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.

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

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 January 31, 2022 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.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company determined not to early adopt.

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.

Initial Public Offering

6 Months Ended

Jan. 31, 2022

Initial Public Offering

Initial Public Offering

Note 3 - Initial Public Offering

On November 24, 2021, the Company sold 8,625,000 Units at a price of $10.00 per Unit, generating gross proceeds of $86,250,000 related to its IPO. 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.

American Opportunities Growth Fund (the “Anchor Investor”), has purchased an aggregate of 400,000 units in the IPO, and the Company has agreed to direct the underwriters to sell to the Anchor Investor such number of units, subject to the Company’s satisfying the Nasdaq listing requirement.

The Anchor Investor is required to not redeem any of the public shares it acquires in the IPO. With respect to the ordinary shares underlying the units it may purchase in the IPO, upon the Company’s liquidation, the Anchor Investor will have the same rights to the funds held in the Trust Account as the rights afforded to the public shareholders. In addition, the units (including the underlying securities) the Anchor Investor may purchase in the IPO will not be subject to any agreements restricting their transfer.

Conditionally anchor shares are classified as temporary equity. Accordingly, anchor shares are presented at initial carrying value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,125,000 Public Units to cover over-allotments. On November 24, 2021, the underwriters exercised the over-allotment option in full to purchase 1,125,000 Public Units, at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $11,250,000 (see Note 6).

As of January 31, 2022, the ordinary shares subject to redemption reflected on the balance sheet are reconciled in the following table:


Gross proceeds from public issuance	$	86,250,000
Less:
Proceeds allocated to pubic warrants and public rights		(9,979,125	)
Redeemable ordinary shares issuance costs		(5,196,868	)

Plus:
Accretion of carrying value to redemption value (Deemed dividend)		14,472,924
Ordinary shares subject to possible redemption	$	85,546,931

Private Placement

6 Months Ended

Jan. 31, 2022

Private Placement

Private Placement

Note 4 - Private Placement

Concurrently with the closing of the IPO, Mr. Meng Dong (James) Tan purchased an aggregate of 292,250 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,922,500 in a private placement. The Private Units are identical to the public Units except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

Related Party Transactions

6 Months Ended

Jan. 31, 2022

Related Party Transactions

Note 5 - Related Party Transactions

Founder Shares

On January 21, 2021 and February 5, 2021, 8i Holdings Limited paid an aggregate price of $25,000, or approximately $0.017 per share, to cover certain offering costs in consideration for 1,437,500 ordinary shares (the “Insider Shares” or “Founder Shares”). On April 12, 2021, 8i Holdings Limited transferred an aggregate of 1,437,500 Founder Shares to the Sponsor for $25,000. On June 14, 2021, the Sponsor transferred 15,000 Founder Shares in the aggregate to the Company’s 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. The issuance was considered as a nominal issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The Founder Shares are identical to the ordinary shares included in the Units being sold in the IPO. The Sponsor has agreed to forfeit 281,250 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. 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. On November 24, 2021, the underwriters exercised the over-allotment option in full, so there are no founder shares subject to forfeiture.

All of the Founder Shares issued and outstanding prior to the date of the IPO will be placed in escrow with an escrow agent until the earlier of six months after the date of the consummation of an Initial Business Combination and the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Initial Business Combination or earlier, if, subsequent to the Initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares for cash, securities or other property. Up to 281,250 of the Founder Shares may also be released from escrow earlier than this date for forfeiture and cancellation if the over-allotment option is not exercised in full within 45-day after the IPO. On November 24, 2021, the underwriters exercised the over-allotment option in full, so there are no founder shares subject to forfeiture.

Promissory Note - Related Party

On January 12, 2022, Mr. Meng Dong (James) Tan, Chief Executive Officer of the Company, agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable promptly after the date on which the Company consummates an Initial Business Combination. As of January 31, 2022, the total amount borrowed under the promissory note was $300,000.

Mr. Meng Dong (James) Tan has the right, but not the obligation, to convert this Note, in whole or in part, into private units (the “Units”) of the Company containing the same securities as issued in the Company’s IPO and by providing the Company with written notice of its intention to convert this Note at least one business day prior to the closing of a Business Combination. The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to Mr. Meng Dong (James) Tan, by (y) $10.00.

Due to Related Party

As of January 31, 2022 and July 31, 2021, the total amount contains administrative service fee of $23,000 and $0 accrued by the Company’s Sponsor, respectively.

Related Party Loans

As of January 31, 2022 and July 31, 2021, 8i Enterprises Pte Ltd, a company wholly owned by Mr. Meng Dong (James) Tan, had loaned the Company an aggregate of $0 and $396,157 in regard to the costs associated with formation and the IPO, respectively. Such loan is non-interest bearing. On December 6, 2021, the Company repaid $396,157 of related party loans.

Administrative Service Fee

The Company has agreed, commencing on the effective date of the IPO, to pay the affiliate of the Company’s Sponsor a monthly fee of an aggregate of $10,000 for office space, utilities and personnel. This arrangement will terminate upon the completion of a Business Combination or the distribution of the Trust Account to the public shareholders. For the period from November 24, 2021 through January 31, 2022, the Company has accrued $23,000 of administrative service fee, which is included in formation and operating costs on the statement of operations.

Commitments and Contingencies

6 Months Ended

Jan. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 6 - Commitments and Contingencies

Underwriters Agreement

The Company granted the underwriters, a 45-day option to purchase up to 1,125,000 units (over and above the 7,500,000 units referred to above) solely to cover over-allotments at $10.00 per unit.

On November 24, 2021, the Company paid cash underwriting commissions of 2.0% of the gross proceeds of the IPO, or $1,725,000.

The underwriters are entitled to a deferred underwriting commission of 3.5% of the gross proceeds of the IPO, or $3,018,750, which will be paid from the funds held in the Trust Account upon completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

On November 24, 2021, the underwriters exercised the over-allotment option in full to purchase 1,125,000 Public Units at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $11,250,000 (see Note 3), and were, in aggregate, paid a fixed underwriting discount of $225,000.

Unit Purchase Option

The Company sold to Maxim Group LLC (and/or its designees) an option for $100 to purchase up to a total of 431,250 units exercisable, in whole or in part, at $11.00 per unit, between the first and fifth anniversary dates of the effective date of the registration statement of which the IPO forms a part. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option. The option and the 431,250 units, as well as the 474,375 shares (which includes the 43,125 ordinary shares issuable for the rights included in the units), and the warrants to purchase 215,625 shares that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 beginning on the date of commencement of sales of the IPO pursuant to Rule 5110(e)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities.

Registration Rights

The holders of the Founder Shares issued and outstanding at the closing of the IPO, as well as the holders of the private units (and underlying securities) and any securities issued to the initial shareholders, officers, directors or their affiliates in payment of working capital loans made to the Company, will be entitled to registration rights pursuant to a registration rights agreement. The holders of a majority of these securities are entitled to make up to two demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Shareholder’s Equity

6 Months Ended

Jan. 31, 2022

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

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Recurring Fair Value Measurements

6 Months Ended

Jan. 31, 2022

Fair Value Disclosures [Abstract]

Recurring Fair Value Measurements

Note 8—Recurring Fair Value Measurements

As of January 31, 2022, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of $86,250,746 which was held as money market funds. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of January 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Schedule Of Fair Value Assets

					Significant		Significant
			Quoted Prices		Other		Other
	Value		in Active		Observable		Unobservable
	Carrying		Markets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – Money Market Fund	$	86,250,746	$	86,250,746	$	-	$	-
	$	86,250,746	$	86,250,746	$	-	$	-

- 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

6 Months Ended

Jan. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 9 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 7, 2022, the date the financial statements was available to be issued. Based upon the review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Policies (Policies)

6 Months Ended

Jan. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Investments Held in Trust Account

Investments Held in Trust Account

At January 31, 2022, the Company had $86,250,746 held in the Trust Account, including $746 dividends earned on cash and marketable securities held in Trust Account.

Concentration of credit risk

Concentration of credit risk

Offering Costs Associated with the IPO

Offering Costs Associated with the IPO

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

Net Loss Per Ordinary Shares

Net Loss Per Ordinary Shares

The earnings per share presented in the condensed statements of operations is based on the following:

Schedule of earnings per share

	For the three months ended January 31, 2022			For the six months ended January 31, 2022
Net loss	$	(224,890	)	$	(270,477	)
Accretion of temporary equity to redemption value		(14,472,924	)		(14,472,924	)
Net loss including accretion of temporary equity to redemption value	$	(14,697,814	)	$	(14,743,401	)

Fair Value of Financial Instruments

Fair Value of Financial Instruments

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Income Taxes

Income Taxes

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.

Significant Accounting Policies (Tables)

6 Months Ended

Jan. 31, 2022

Accounting Policies [Abstract]

Schedule of earnings per share

The earnings per share presented in the condensed statements of operations is based on the following:

Schedule of earnings per share

	For the three months ended January 31, 2022			For the six months ended January 31, 2022
Net loss	$	(224,890	)	$	(270,477	)
Accretion of temporary equity to redemption value		(14,472,924	)		(14,472,924	)
Net loss including accretion of temporary equity to redemption value	$	(14,697,814	)	$	(14,743,401	)

Initial Public Offering (Tables)

6 Months Ended

Jan. 31, 2022

Initial Public Offering

Ordinary Shares Subject to Possible Redemption

As of January 31, 2022, the ordinary shares subject to redemption reflected on the balance sheet are reconciled in the following table:


Gross proceeds from public issuance	$	86,250,000
Less:
Proceeds allocated to pubic warrants and public rights		(9,979,125	)
Redeemable ordinary shares issuance costs		(5,196,868	)

Plus:
Accretion of carrying value to redemption value (Deemed dividend)		14,472,924
Ordinary shares subject to possible redemption	$	85,546,931

Recurring Fair Value Measurements (Tables)

6 Months Ended

Jan. 31, 2022

Fair Value Disclosures [Abstract]

Schedule Of Fair Value Assets

					Significant		Significant
			Quoted Prices		Other		Other
	Value		in Active		Observable		Unobservable
	Carrying		Markets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – Money Market Fund	$	86,250,746	$	86,250,746	$	-	$	-
	$	86,250,746	$	86,250,746	$	-	$	-

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	Jan. 31, 2022	Jan. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Stock sold on transaction	$ 100								$ 100
Cash								$ 587,430	587,430
Working capital			(218,797)					$ 305,912	$ 305,912
Share price	$ 10.00							$ 16.50	$ 16.50
Transaction cost	$ 5,876,815
Cash payments of underwriting commissions	1,725,000
Deferred underwriting commissions	3,018,750		$ 247,920
Other offering costs	649,588
Purchase option fair value	483,477
Subscription of ordinary shares	25,000
Number of shares issued for the period, shares			1,437,500
Number of shares issued for the period			$ 25,000					$ 86,250,000
Ordinary shares, outstanding			2,156,250					2,448,500	2,448,500
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
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock sold on transaction	$ 86,250,000
Sale of stock, shares issued	8,625,000								431,250
Share price	$ 10.00
Deferred underwriting commissions								$ 5,876,815	$ 5,876,815
Other offering costs								$ 649,588	$ 649,588
Private Placement [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

Schedule of earnings per share (Details) - USD ($)		3 Months Ended		6 Months Ended
Schedule of earnings per share (Details) - USD ($)	Jan. 31, 2021	Jan. 31, 2022	Oct. 31, 2021	Jan. 31, 2022
Allocation of net income (loss)	$ (1,189)	$ (224,890)	$ (45,587)	$ (270,477)
Accretion of temporary equity to redemption value		(14,472,924)		(14,472,924)
Net loss including accretion of temporary equity to redemption value		(14,697,814)		(14,743,401)
Accretion of temporary equity to redemption value		14,472,924		14,472,924
Redeemable Preferred Stock [Member]
Allocation of net income (loss)		3,760,961		5,852,530
Accretion of temporary equity to redemption value		(14,472,178)		(14,472,178)
Allocation of net loss including accretion of temporary equity		(10,711,217)		(8,619,648)
Accretion of temporary equity to redemption value		$ 14,472,178		$ 14,472,178
Weighted average shares outstanding		6,375,000		3,187,500
Basic and diluted net income (loss) per ordinary share		$ 0.59		$ 1.84
Nonredeemable Preferred Stock [Member]
Allocation of net income (loss)	(1,189)	$ (3,985,851)		$ (6,123,007)
Accretion of temporary equity to redemption value
Allocation of net loss including accretion of temporary equity	(1,189)	(3,985,851)		(6,123,007)
Accretion of temporary equity to redemption value
Weighted average shares outstanding	1,875,000	2,372,261		2,264,255
Basic and diluted net income (loss) per ordinary share	$ (0.00)	$ (1.68)		$ (2.70)

- 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

Significant Accounting Policies (Details Narrative)		3 Months Ended	6 Months Ended
Significant Accounting Policies (Details Narrative)	Jan. 31, 2021 USD ($)	Jan. 31, 2022 USD ($)	Jan. 31, 2022 USD ($)	Nov. 24, 2021 USD ($)	Jul. 31, 2021 USD ($)
Subsidiary, Sale of Stock [Line Items]
Assets Held-in-trust, Noncurrent		$ 86,250,746	$ 86,250,746
Dividends on marketable securities held in trust		746	746
Federal depository insurance coverage			250,000
Deferred Offering Costs				$ 3,018,750	$ 247,920
Other Deferred Costs, Net				$ 649,588
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture			$ 483,477
Split ratio			0.73
Redeemable Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Split percentage		0.27	0.41
Nonredeemable Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Split percentage		0.59	0.41
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred Offering Costs		$ 5,876,815	$ 5,876,815
Underwriting fee		1,725,000	1,725,000
Deferred underwriting commissions		3,018,750	3,018,750
Other Deferred Costs, Net		$ 649,588	$ 649,588

Ordinary Shares Subject to Possible Redemption (Details) - USD ($)			3 Months Ended	6 Months Ended
	Nov. 24, 2021	Jan. 31, 2021	Jan. 31, 2022	Jan. 31, 2022
Initial Public Offering
Gross proceeds from public issuance	$ 17,250			$ 86,250,000
Proceeds allocated to pubic warrants and public rights				(9,979,125)
Redeemable ordinary shares issuance costs				(5,196,868)
Accretion of carrying value to redemption value (Deemed dividend)			$ 14,472,924	14,472,924
Ordinary shares subject to possible redemption				$ 85,546,931

Initial Public Offering (Details Narrative) - USD ($)		6 Months Ended
Initial Public Offering (Details Narrative) - USD ($)	Nov. 24, 2021	Jan. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10.00	$ 16.50
Proceeds from sale of stock	$ 100	$ 100
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued	8,625,000	431,250
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] \| Anchor Investor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued	400,000
Over-Allotment Option [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 ($)		6 Months Ended
Private Placement (Details Narrative) - USD ($)	Nov. 24, 2021	Jan. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10.00	$ 16.50
Proceeds from sale of stock	$ 100	$ 100
Private Placement [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

Related Party Transactions (Details Narrative) - USD ($)											3 Months Ended	6 Months Ended
	Jan. 31, 2022	Dec. 06, 2021	Nov. 24, 2021	Oct. 25, 2021	Jul. 31, 2021	Jun. 14, 2021	Apr. 12, 2021	Feb. 05, 2021	Jan. 31, 2021	Jan. 22, 2021	Jan. 31, 2022	Jan. 31, 2022	Jan. 12, 2022
Related Party Transaction [Line Items]
Number of shares issued for the period					$ 25,000						$ 86,250,000
Number of shares issued					1,437,500
Ordinary shares, outstanding	2,448,500				2,156,250						2,448,500	2,448,500
Administrative fee	$ 23,000
Repayments of Related Party Debt		$ 396,157										$ 396,157
Maximum [Member]
Related Party Transaction [Line Items]
Ordinary share price exceeds												$ 11.00
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Share price	$ 10.00		$ 10.00								$ 10.00	$ 10.00
Shares Issued, Forfeited					187,500							281,250
Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued for the period				$ 12,500
Number of shares issued				718,750
Ordinary shares, outstanding				2,156,250
Administrative fee	$ 23,000				$ 0
Administrative service fee	$ 10,000
Mr. Meng Dong (James) Tan [Member]
Related Party Transaction [Line Items]
Debt conversion, description												The number of Units to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to Mr. Meng Dong (James) Tan, by (y) $10.00.
Debt Instrument, Convertible, Conversion Price	$ 10.00										$ 10.00	$ 10.00
Debt Instrument, Face Amount	$ 0				$ 396,157						$ 0	$ 0
Mr. Meng Dong (James) Tan [Member] \| Promissory Note with Related Party [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Parties, Current													$ 300,000
Proceeds from Notes Payable	$ 300,000
Founder Shares [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued for the period							$ 25,000	$ 25,000		$ 25,000
Share price								$ 0.017		$ 0.017
Number of shares issued							1,437,500	1,437,500		1,437,500
Ordinary share price exceeds				$ 12.00
Founder Shares [Member] \| Sponsor [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares Issued, Forfeited				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.
Forfeited shares percentage				20.00%
Number of shares forfeited			0
Founder Shares [Member] \| Sponsor [Member] \| Over-Allotment Option [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Shares Issued, Forfeited				281,250
Founder Shares [Member] \| Director [Member]
Related Party Transaction [Line Items]
Number of shares issued						15,000

Commitments and Contingencies (Details Narrative) - USD ($)			6 Months Ended
	Nov. 24, 2021	Jan. 31, 2021	Jan. 31, 2022	Jul. 31, 2021
Loss Contingencies [Line Items]
Underwriting commissions percentage	2.00%
Proceeds from issuance of IPO	$ 17,250		$ 86,250,000
Deferred underwriting commissions percentage	3.50%
Deferred underwriting commissions	$ 3,018,750			$ 247,920
Underwriting discount	225,000
Stock sold on transaction	$ 100		$ 100
Ordinary shares issued			2,448,500	2,156,250
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		$ 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
Deferred underwriting commissions			$ 5,876,815
Sale of stock, shares issued	8,625,000		431,250
Stock sold on transaction	$ 86,250,000
Ordinary shares issued			43,125
Warrants to purchase share			215,625

Shareholder’s Equity (Details Narrative) - USD ($)						3 Months Ended	6 Months Ended
Shareholder’s Equity (Details Narrative) - USD ($)	Oct. 25, 2021	Jul. 31, 2021	Apr. 12, 2021	Feb. 05, 2021	Jan. 22, 2021	Jan. 31, 2022	Jan. 31, 2022	Jul. 31, 2021	Nov. 24, 2021
Subsidiary, Sale of Stock [Line Items]
Common Stock, Shares Authorized, Unlimited							Unlimited	Unlimited
Ordinary shares, no par value		$ 0				$ 0	$ 0	$ 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				$ 86,250,000
Ordinary shares, outstanding		2,156,250				2,448,500	2,448,500	2,156,250
Warrant to purchase ordinary share, price per share						$ 11.50	$ 11.50
Warrant or Right, Reason for Issuance, Description							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	16.50		$ 10.00
Series of Individually Immaterial Business Acquisitions [Member]
Subsidiary, Sale of Stock [Line Items]
Business combination issue price						$ 9.50	$ 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]
Shares Issued, Forfeited		187,500					281,250
Sale of Ordinary share, price per share									$ 10.00
Over-Allotment Option [Member] \| Sponsor [Member] \| Founder Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Forfeited	281,250

Schedule Of Fair Value Assets (Details)	Jan. 31, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 86,250,746
Total	86,250,746
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	86,250,746
Total
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	86,250,746
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total

Recurring Fair Value Measurements (Details Narrative)	Jan. 31, 2022 USD ($)
Fair Value Disclosures [Abstract]
Cash held in Trust Account	$ 86,250,746