NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
NOTE
1 - ORGANIZATION AND BUSINESS BACKGROUND
Nova
Vision Acquisition Corp. (the “Company” or “we”, “us” and “our”) is an organized blank
check company incorporated on March 18, 2021, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in
a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual
arrangements, or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”).
Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination,
the Company intends to focus on that are in the PropTech, FinTech, ConsumerTech, Supply Chain Management industries or technology companies
that serve these or other sectors in Asia (excluding China).
The
Company’s entire activity from inception up to August 10, 2021 was in preparation for the initial public offering. Since the initial
public offering, the Company’s activity has been limited to the evaluation of business combination candidates. The Company has
selected December 31 as its fiscal year end.
Financing
The
registration statement for the Company’s initial public offering (the “Initial Public Offering” as described in Note
4) became effective on August 5, 2021. On August 10, 2021, the Company consummated the Initial Public Offering of 5,000,000 ordinary
units (the “Public Units”), generating gross proceeds of $50,000,000 which is described in Note 4. Simultaneously, the underwriters
exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units. The underwriters purchased
an additional 750,000 Units (the “Over-Allotment Units”) at an offering price of $10.00 per Unit, generating gross proceeds
to the Company of $7,500,000.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 307,500 units (the “Private Units”)
at a price of $10.00 per Private Unit in a private placement, generating gross proceeds of $3,075,000, which is described in Note 5.
Transaction
costs amounted to $1,207,980, consisting of $1,006,250 of underwriter’s fees and $201,730 of other offering costs.
Trust
Account
Upon
the closing of the Initial Public Offering and over-allotment exercised, $55,000,000 was placed in a trust account (the “Trust
Account”) with American Stock Transfer & Trust Company acting as trustee. The aggregate amount of $58,075,000 (including $3,075,000
released from the escrow account on August 13, 2021) held in the Trust Account can be invested in United States government treasury bills,
bonds or notes, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination and (ii)
the Company’s failure to consummate a Business Combination within 21 months from the closing of the Initial Public Offering. Placing
funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to
have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company
waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such
agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence
on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account
balance may be released to the Company to pay the Company’s tax obligations.
Business
Combination
Pursuant
to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate
fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees
and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution
of a definitive agreement for our initial Business Combination, although the Company may structure a Business Combination with one or
more target businesses whose fair market value significantly exceeds 80% of the Trust Account balance. If the Company is no longer listed
on Nasdaq, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a Business Combination to acquire
100% of the equity interests or assets of the target business or businesses.
The
Company may, however, structure a Business Combination where the Company merges directly with the target business or where the Company
acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons, but the Company will only complete such Business Combination if the post-transaction company
owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests
or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses
that is owned or acquired is what will be valued for purposes of the 80% test.
The
Company will either seek shareholder approval of any Business Combination at a meeting called for such purpose at which shareholders
may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes
then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer
for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but
not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” The Company will proceed with a Business Combination only if it will have net tangible assets of at least
$5,000,001 upon consummation of the Business Combination and, solely if shareholder approval is sought, a majority of the outstanding
ordinary shares of the Company voted are voted in favor of the Business Combination.
Notwithstanding
the foregoing, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a
“group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect
to 15% or more of the ordinary shares sold in the Initial Public Offering without the Company’s prior consent. In connection with
any shareholder vote required to approve any Business Combination, the Sponsor and any of the Company’s officers and directors
that hold Founder Shares (as described in Note 6) (the “ Initial Shareholders”) will agree (i) to vote any of their respective
shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the Company (the “Initial
Shares”), ordinary shares included in the Private Units to be sold in the Private Placement, and any ordinary shares which were
initially issued in connection with the Initial Public Offering, whether acquired in or after the effective date of the Initial Public
Offering, in favor of the initial Business Combination; (b) not to propose an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Shares into the right to receive cash
from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer
in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend
the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business
Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding
up if a Business Combination is not consummated.
Liquidation
If
the Company does not complete a Business Combination within 12 months from the consummation of the Initial Public Offering, the Company
will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the 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 our shareholders to commence such a voluntary winding up, dissolution
and liquidation. However, if the Company anticipate that the Company may not be able to consummate its initial Business Combination within
12 months (or 15 months if the Company has filed a proxy statement, registration statement or similar filing for an initial Business
Combination within 12 months from the consummation of the Initial Public Offering but have not completed the initial Business Combination
within such 12-month period), the Company may, but are not obligated to, extend the period of time to consummate a Business Combination
three times (or two times) by an additional three months each time (for a total of up to 21 months to complete a Business Combination).
Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement entered into between
the Company and American Stock Transfer & Trust Company on July 30, 2021, in order to extend the time available for the Company to
consummate the initial Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice
prior to the applicable deadline, must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment
option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline. The insiders will receive
a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the
Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such notes would
either be paid upon consummation of the Company’s initial Business Combination, or, at the lender’s discretion, converted
upon consummation of our Business Combination into additional private units at a price of $10.00 per unit. The Company’s shareholders
have approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes
at the time of the consummation of the Company’s initial Business Combination. In the event that the Company receives notice from
the Company’s insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intend to
issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends
to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Company’s
insiders and their affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete
the initial Business Combination. To the extent that some, but not all, of the Company’s insiders, decide to extend the period
of time to consummate the Company initial Business Combination, such insiders (or their affiliates or designees) may deposit the entire
amount required. If the Company is unable to consummate the Company’s initial Business Combination within such time period, the
Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding
public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the
funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not
be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s
public shareholders. In the event of dissolution and liquidation, the warrants and rights will expire and will be worthless.
Liquidity
For
the six months ended June 30, 2022, the Company incurred net loss of $300,089 and had negative cash generated from operating activities
of $184,816. As of June 30, 2022, the Company had cash of $567,984 and working capital of $464,641. Management believes its cash is sufficient
to support the Company’s operation for the next 12-month period from the date the accompanying unaudited condensed financial statements
are issued.
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES
● |
Basis
of Presentation |
|
These
accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles
in the United States of America (“U.S. GAAP”) for interim financial statements and Article 8 of Regulation S-X. They do not
include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited condensed financial statements
should be read in conjunction with the Company’s financial statements and notes thereto for the period from March 18, 2021 (inception)
through December 31, 2021 included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations
and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. |
|
● |
Emerging
Growth Company |
|
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of
any golden parachute payments 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 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 and 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 |
|
In
preparing these unaudited condensed financial statements in conformity with U.S. GAAP, management makes 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 expenses during the reporting period. |
|
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual results may differ from these estimates.
|
● |
Cash |
|
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 June 30, 2022 and December 31, 2021. |
● |
Investments
held in Trust Account |
|
As
of June 30, 2022 and December 31, 2021, the assets held in the Trust Account are held in US Treasury bills. |
|
The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All marketable securities are recorded at their estimated fair value. Unrealized gains and losses for available-for-sale securities are recorded in other comprehensive loss. The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis. Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the unaudited condensed statements of operations.
|
● |
Warrant
Accounting |
|
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives
and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant
to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity
classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the
warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,
among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. |
|
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a
component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity
classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and
each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on
the unaudited condensed statements of operations. |
|
As the warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 815, therefore, the warrants are classified as equity.
|
● |
Income
Taxes |
|
Income
taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this
method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. |
|
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized
in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company
recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
|
The
Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations
may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with
foreign tax laws. |
|
The
Company’s tax provision is zero for the six months ended June 30, 2022 and for the period from March 18, 2021 (inception) through
June 30, 2021. |
|
The
Company is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax
filing requirements in the British Virgin Islands or the United States. |
● |
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 share subject to mandatory redemption (if any) is classified as a liability instrument and is
measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the
Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as
shareholders’ equity. As of June 30, 2022 and December 31, 2021, 5,750,000
ordinary shares subject to possible redemption which are subject to occurrence of uncertain future events and considered to be
outside of the Company’s control are presented as temporary equity, outside of the shareholders’ equity section of the
Company’s unaudited condensed balance sheets.
|
● |
Net
Income (Loss) Per Ordinary Share |
|
The
Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. In order to determine the
net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed
income (loss) allocable to both the redeemable ordinary share and non-redeemable ordinary share and the undistributed income (loss)
is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably
based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. 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 stockholders. As of June 30, 2022, the Company has not considered the effect of the warrants and rights sold in the Initial
Public Offering and the private placement in the calculation of diluted net income (loss) per share, since the exercise of the warrants
and rights is contingent upon the occurrence of future events and the inclusion of such warrants and rights would be anti-dilutive
and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted
into ordinary share and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic
(income) loss per share for the period presented. |
The
net income (loss) per share presented in the unaudited condensed statement of operations is based on the following:
SCHEDULE OF NET LOSS PER SHARE
| |
For the Six Months Ended
June 30, 2022 | | |
For The Period from March 18, 2021 (inception) through June 30, 2021 | |
Net loss | |
$ | (300,089 | ) | |
$ | (92,292 | ) |
Accretion of carrying value to redemption value | |
| (4,965,786 | ) | |
| - | |
Net loss including accretion of carrying value to redemption value | |
$ | (5,265,875 | ) | |
$ | (92,292 | ) |
| |
For the three
Months Ended
June 30, 2022 | | |
For the three
Months Ended
June 30, 2021 | |
Net loss | |
$ | (101,160 | ) | |
$ | (71,100 | ) |
Accretion of carrying value to redemption value | |
| (2,586,401 | ) | |
| - | |
Net loss including accretion of carrying value to redemption value | |
$ | (2,687,561 | ) | |
$ | (71,100 | ) |
SCHEDULE OF NET LOSS BASIC AND DILUTED PER SHARE
| |
Redeemable | | |
Non-Redeemable | | |
Redeemable | | |
Non-Redeemable | |
| |
For the Six Months Ended | | |
For The Period from March 18, 2021 (inception) through | |
| |
June 30, 2022 | | |
June 30, 2021 | |
| |
Redeemable | | |
Non-Redeemable | | |
Redeemable | | |
Non-Redeemable | |
| |
Ordinary Share | | |
Ordinary Share | | |
Ordinary Share | | |
Ordinary Share | |
Basic and diluted net income (loss) per share: | |
| | | |
| | | |
| | | |
| | |
Numerators: | |
| | | |
| | | |
| | | |
| | |
Allocation of net loss including carrying value to redemption value | |
$ | (4,027,505 | ) | |
$ | (1,238,370 | ) | |
$ | - | | |
$ | (92,292 | ) |
Accretion of carrying value to redemption value | |
| 4,965,786 | | |
| - | | |
| - | | |
| - | |
Allocation of net income (loss) | |
$ | 938,281 | | |
$ | (1,238,370 | ) | |
$ | - | | |
$ | (92,292 | ) |
Denominators: | |
| | | |
| | | |
| | | |
| | |
Weighted-average shares outstanding | |
| 5,750,000 | | |
| 1,768,000 | | |
| - | | |
| 1,223,690 | |
Basic and diluted net income (loss) per share | |
$ | 0.16 | | |
$ | (0.70 | ) | |
$ | - | | |
$ | (0.08 | ) |
| |
Redeemable | | |
Non-Redeemable | | |
Redeemable | | |
Non-Redeemable | |
| |
For the Three Months Ended | | |
For The Three Months Ended | |
| |
June 30, 2022 | | |
June 30, 2021 | |
| |
Redeemable | | |
Non-Redeemable | | |
Redeemable | | |
Non-Redeemable | |
| |
Ordinary Share | | |
Ordinary Share | | |
Ordinary Share | | |
Ordinary Share | |
Basic and diluted net income (loss) per share: | |
| | | |
| | | |
| | | |
| | |
Numerators: | |
| | | |
| | | |
| | | |
| | |
Allocation of net loss including carrying value to redemption value | |
$ | (2,055,530 | ) | |
$ | (632,031 | ) | |
$ | - | | |
$ | (71,100 | ) |
Accretion of carrying value to redemption value | |
| 2,586,401 | | |
| - | | |
| - | | |
| - | |
Allocation of net income (loss) | |
$ | 530,871 | | |
$ | (632,031 | ) | |
$ | - | | |
$ | (71,100 | ) |
Denominators: | |
| | | |
| | | |
| | | |
| | |
Weighted-average shares outstanding | |
| 5,750,000 | | |
| 1,768,000 | | |
| - | | |
| 1,383,929 | |
Basic and diluted net income (loss) per share | |
$ | 0.09 | | |
$ | (0.36 | ) | |
$ | - | | |
$ | (0.05 | ) |
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
● |
Fair
Value of Financial Instruments |
|
FASB
ASC Topic 820 Fair Value Measurements and Disclosures defines fair value, the methods used to measure fair value and the expanded
disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation
techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic
820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset
or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and
seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable
inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability
developed based on the best information available in the circumstances. |
The
fair value hierarchy is categorized into three levels based on the inputs as follows:
Level
1 — |
|
Valuations
based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and
regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
|
Level
2 — |
|
Valuations
based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active
for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived
principally from or corroborated by market through correlation or other means.
|
Level
3 — |
|
Valuations
based on inputs that are unobservable and significant to the overall fair value measurement. |
The
fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value
Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet. The fair values of cash, and other
current assets, accrued expenses, amount due to a related party are estimated to approximate the carrying values as of June 30, 2022
and December 31, 2021 due to the short maturities of such instruments. The Company measured its investments held in trust account at
fair value on a recurring basis as of June 30, 2022 and December 31, 2021 and the fair value is based on Level 1 inputs.
● |
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 and the Company’s investment held in trust account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
|
● |
Recent
accounting pronouncements |
|
The
Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material
impact on the Company’s financial statements. |
NOTE
3 — INVESTMENT HELD IN TRUST ACCOUNT
As
of June 30, 2022, investment securities in the Company’s Trust Account consisted of $58,163,829 in United States Treasury Bills
and $0 in cash. The Company classifies its United States Treasury securities as available-for-sale. Available-for-sale marketable securities
are recorded at their estimated fair value on the accompanying June 30, 2022 and December 31, 2021 balance sheet. The carrying value,
including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities on June 30, 2022
and December 31, 2021 are as follows:
SCHEDULE OF CARRYING VALUE, UNREALIZED HOLDING GAIN AND FAIR VALUE OF MARKETABLE SECURITIES
| |
Carrying Value as of June 30, 2022 | | |
Gross Unrealized Holding Gain | | |
Fair Value as of June 30, 2022 | |
| |
(Unaudited) | | |
| | |
| |
Available-for-sale marketable securities: | |
| | | |
| | | |
| | |
U.S. Treasury Securities | |
$ | 58,163,829 | | |
$ | - | | |
$ | 58,163,829 | |
| |
Carrying Value as of December 31, 2021 | | |
Gross Unrealized Holding Gain | | |
Fair Value as of December 31, 2021 | |
| |
(Audited) | | |
| | |
| |
Available-for-sale marketable securities: | |
| | | |
| | | |
| | |
U.S. Treasury Securities | |
$ | 58,076,604 | | |
$ | - | | |
$ | 58,076,604 | |
NOTE
4 – INIITIAL PUBLIC OFFERING
On
August 10, 2021, the Company sold 5,000,000 Public Units at a price of $10.00 per Unit. Simultaneously, the Company sold an additional
750,000 units to cover over-allotments. Each Public Unit consists of one ordinary share, one redeemable warrant (“Public Warrant”)
and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an initial business combination.
The
Company paid an upfront underwriting discount of $1,006,250, equal to 1.75% of the gross offering proceeds to the underwriter at the
closing of the Initial Public Offering, with an additional fee of $750,000 (the “Deferred Underwriting Discount”). The Deferred
Underwriting Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company
completes its Business Combination. In the event that the Company does not close the Business Combination, the underwriter has waived
its right to receive the Deferred Underwriting Discount. The underwriter is not entitled to any interest accrued on the Deferred Underwriting
Discount.
NOTE
5 – PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) with
its sponsor of 307,500 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $3,075,000.
The
Private Units are identical to the units sold in the Initial Public Offering except with respect to certain registration rights and transfer
restrictions.
NOTE
6 – RELATED PARTY TRANSACTIONS
Founder
Shares
On
March 18, 2021, the Company issued an aggregate of 100,000 founder shares to the initial shareholders for an aggregate purchase price
of $10.
On
March 31, 2021, the Company issued an aggregate of 1,150,000 additional founder shares to the initial shareholders for an aggregate purchase
price of $24,990.
In
April 2021, the Company issued additional 187,500 ordinary shares to the Sponsor that were subject to forfeiture if the over-allotment
option is not exercised in part or in full by the underwriters. As all over-allotment options were exercised by the underwriters on August
10, 2021, none of these ordinary shares are forfeited.
Advances
from a Related Party
As
of June 30, 2022 and December 31, 2021, the Company had temporary advances of $9,251 and $9,086 from a related party for the payment
of costs related to the Initial Public Offering. The balance is unsecured, interest-free and has no fixed terms of repayment.
Administrative
Services Agreement
The
Company is obligated, commencing from April 1, 2021, to pay Nova Pulsar Holdings Limited a monthly fee of $10,000 for general and administrative
services. This agreement will terminate upon completion of the Company’s Business Combination or the liquidation of the trust account
to public shareholders.
Related
Party Extensions Loan
The
Company will have until 12 months from the consummation of the Initial Public Offering to consummate the initial Business Combination.
However, if the Company anticipates that the Company may not be able to consummate the initial Business Combination within 12 months
(or 15 months if the Company has filed a proxy statement, registration statement or similar filing for an initial Business Combination
within 12 months from the consummation of the Initial Public Offering but have not completed the initial Business Combination within
such 12-month period), the Company may, but is not obligated to, extend the period of time to consummate a Business Combination three
times (or two times) by an additional three months each time for a total of up to 21 months to complete a Business Combination. Pursuant
to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us
and American Stock Transfer & Trust Company, in order to extend the time available for us to consummate our initial Business Combination,
the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit
into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in
either case), on or prior to the date of the applicable deadline. The insiders will receive a non-interest bearing, unsecured promissory
note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a Business Combination
unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of our initial
Business Combination, or, at the lender’s discretion, converted upon consummation of our Business Combination into additional private
units at a price of $10.00 per unit.
NOTE
7 – SHAREHOLDERS’ EQUITY
Ordinary
shares
The
Company is authorized to issue 500,000,000 ordinary shares at par value $0.0001. Holders of the Company’s ordinary shares are entitled
to one vote for each share. As of June 30, 2022 and December 31, 2021, 1,768,000 Ordinary Shares were issued and outstanding excluding
5,750,000 shares are subject to possible redemption.
Rights
Each
holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even
if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued
upon exchange of the rights. In the event the Company will not be the surviving company upon completion of a Business Combination, each
holder of a right will be required to affirmatively convert the rights in order to receive the one-tenth (1/10) of an ordinary share
underlying each right upon consummation of a Business Combination.
If
the Company is unable to complete a Business Combination within the required time period and the Company redeems the public shares for
the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire
worthless.
Warrants
The
Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing
of this Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration
statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary
shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public
Warrants is not effective within 52 business days from the consummation of a Business Combination, the 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 the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of
the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be
able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years after the completion of the Business
Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The
Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:
● |
at
any time while the Public Warrants are exercisable, |
● |
upon
not less than 30 days’ prior written notice of redemption to each Public Warrant holder, |
● |
if,
and only if, the reported last sale price of the ordinary shares equals or exceeds $16.5 per share, for any 20 trading days within
a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and |
● |
if,
and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such
warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter
until the date of redemption. |
The
Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering. The private
warrants (including the ordinary shares issuable upon exercise of the private warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except as described herein).
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary
shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary
dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary
shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If
the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the
Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution
from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire
worthless. The Company assessed the key terms applicable to the Public Warrants as well as the Private Warrants and believes the Public
Warrants and Private Warrants, if were issued, should be classified as equity in accordance with ASC 480, Distinguishing Liabilities
from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging, (“ASC 815”).
NOTE
8 – COMMITMENTS AND CONTINGENCIES
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. Additionally, if the Company is unable to complete a
Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem
100% of the outstanding Public Shares for amount then on deposit in the Trust Account. Furthermore, the ordinary shares included in the
units offered in the IPO provide the holder redemption upon the consummation of the initial Business Combination or the liquidation.
These risks and uncertainties also impact the Company’s financial positions, results of its operations. Please refer to Note 1
for detail discussion of these risks and uncertainties.
Registration
Rights
The
holders of the founder shares issued and outstanding on the date of the Company’s prospectus for its initial public offering, as well as the holders of the
Private Units (and all underlying securities) and any securities our initial shareholders, officers, directors or their affiliates
may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be
signed prior to or on the effective date of this Initial Public Offering. The holders of the majority of the founder shares can
elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are
to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in
payment of working capital loans (or underlying securities) or loans to extend our life can elect to exercise these registration
rights at any time after the Company consummates a Business Combination. In addition, the holders have certain
“piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a
Business Combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.
Underwriting
Agreement
The
underwriters are entitled to a deferred fee of 1.75% of the gross proceeds of the Initial Public Offering, up to $750,000. The deferred
fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms
of the underwriting agreement.
NOTE
9 – SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or
transactions that occurred after June 30, 2022, up through August 5, 2022, the Company issued the unaudited condensed financial statements.