| Conflict of Interest, Description [Text Block] |
Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavours for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.
| ● | Our initial shareholders purchased founder shares prior to
the date of this prospectus and will purchase private placement units in a transaction that will close simultaneously with the closing
of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with
the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights
to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete
our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets
outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement
units (and the securities comprising such units) will expire worthless. Furthermore, our sponsor, officers and directors have agreed
not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until
the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the
completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction
that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding
the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private
placement units (including the private placement shares and the Class A ordinary shares issuable upon exercise of the private placement
warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our
officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
| ● | our sponsor and members of our management team will directly or
indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a
particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of this
offering, our sponsor will have invested in us an aggregate of $3,525,000, comprised of the $25,000 purchase price for the founder shares
(or approximately $0.003 per share) and the $3,525,000 purchase price for the private placement units (or $10.00 per unit), including
private placement warrants. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business
combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price
for the founder shares as our public shareholders paid for their public shares in this offering. |
| ● | certain members of our management team may receive compensation
upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a
particular target business is an appropriate business with which to effectuate our initial business combination as such compensation
will not be received unless we consummate such business combination. |
| ● | Our officers and directors may have a conflict of interest
with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included
by a target business as a condition to any agreement with respect to our initial business combination. |
| ● | In the event our sponsor or members of our management team
provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination,
such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our
initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business
combination. Upon the consummation of our initial business combination, we will repay up to an aggregate of $300,000 in loans made to
us by our sponsor to cover offering-related and organizational expenses. Additionally, up to $1,500,000 of working capital loans made
to us by the sponsor may be convertible into private placement units of the post-business combination entity at a price of $10.00 per
unit at the option of the lender. Such units would be identical to the private placement units. Except for the foregoing, the terms of
such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans. |
| ● | We will reimbursement the sponsor for office space, utilities
and secretarial and administrative support made available to us by our sponsor, in an amount equal to $10,000 per month. |
| ● | We will reimburse the sponsor for any out-of-pocket expenses
related to identifying, investigating, negotiating and completing an initial business combination. |
| ● | Similarly, if we agree to pay our sponsor, officers, directors,
or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion
of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business
is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate
such business combination. |
| |
● |
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor or its members, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor or its members, officers or directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. |
|