Document and Entity Information
Document and Entity Information - shares | 1 Months Ended | |
Mar. 31, 2021 | Jul. 02, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-40418 | |
Entity Registrant Name | Mountain Crest Acquisition Corp. III | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2412613 | |
Entity Address, Address Line One | 311 West 43rd Street, 12th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | (646) | |
Local Phone Number | 493-6558 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 7,051,084 | |
Entity Central Index Key | 0001853775 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Transition Report | true | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | MCAE | |
Security Exchange Name | NASDAQ | |
Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights | |
Trading Symbol | MCAER | |
Security Exchange Name | NASDAQ | |
Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units | |
Trading Symbol | MCAEU | |
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET | Mar. 31, 2021USD ($) | |
CURRENT ASSETS | ||
Cash | $ 25,000 | |
OTHER ASSETS | ||
Deferred offering costs | 68,000 | |
TOTAL ASSETS | 93,000 | |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,000 | |
Accrued offering costs | 25,000 | |
Notes payable - related party | 43,000 | |
Total current liabilities | 69,000 | |
Total Liabilities | 69,000 | |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Common Stock; $0.0001 par value; 5,000,000 shares authorized; 1,437,500 issued and outstanding (1) | 144 | [1] |
Additional paid-in capital | 24,856 | |
Accumulated deficit | (1,000) | |
Total stockholder's equity | 24,000 | |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ 93,000 | |
[1] | This number includes an aggregate of up to 187,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 4). |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 5,000,000 |
Common shares, shares issued | 1,437,500 |
Common shares, shares outstanding | 1,437,500 |
Maximum number of shares of common stock subject to forfeiture | 187,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS | 1 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
STATEMENTS OF OPERATIONS | ||
Formation cost | $ 1,000 | |
Total expenses | 1,000 | |
NET LOSS | $ (1,000) | |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED (1) | shares | 1,250,000 | [1] |
BASIC AND DILUTED NET LOSS PER SHARE | $ / shares | $ 0 | |
[1] | This number includes an aggregate of up to 187,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 4). |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) | Mar. 31, 2021shares |
Maximum number of shares of common stock subject to forfeiture | 187,500 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 1 months ended Mar. 31, 2021 - USD ($) | Common Stock | Additional paid-in capital | Accumulated deficit | Total | |
Beginning balance at Mar. 01, 2021 | |||||
Beginning balance (in shares) at Mar. 01, 2021 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock to Sponsor (1) | [1] | $ 144 | 24,856 | 25,000 | |
Issuance of common stock to Sponsor (1) (in shares) | [1] | 1,437,500 | |||
Net loss | (1,000) | (1,000) | |||
Ending Balance at Mar. 31, 2021 | $ 144 | $ 24,856 | $ (1,000) | $ 24,000 | |
Ending Balance (in shares) at Mar. 31, 2021 | 1,437,500 | ||||
[1] | This number includes an aggregate of up to 187,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 4). |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Mar. 31, 2021shares |
Maximum number of shares of common stock subject to forfeiture | 187,500 |
Private Placement Warrants | |
Sale of Private Placement Warrants (in shares) | 185,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 1 Months Ended |
Mar. 31, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (1,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Accounts payable | 1,000 |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Proceeds from issuance of common stock to the sponsor | 25,000 |
Net cash flows provided by financing activities | 25,000 |
NET CHANGE IN CASH | 25,000 |
CASH, END OF PERIOD | 25,000 |
Supplemental disclosure of noncash activities: | |
Deferred offering costs included in accrued offering costs | 25,000 |
Deferred offering costs paid by notes payable - related party | $ 43,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1 Months Ended |
Mar. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mountain Crest Acquisition Corp. III (the “Company”) was incorporated in Delaware on March 2, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet identified (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on May 18, 2021. On May 20, 2021, the Company consummated the Initial Public Offering of 5,000,000 units (the “Units”) generating gross proceeds of $50,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 185,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to Mountain Crest Holdings III LLC (the “Sponsor”) and Chardan Capital Markets, LLC (“Chardan”), generating gross proceeds of $1,850,000, which is described in Note 4. Transaction costs on May 20, 2021 amounted to $3,031,270 consisting of $1,000,000 of underwriting fees, $1,750,000 of deferred underwriting fees and $281,270 of other offering costs. On June 10, 2021 the underwriters partially exercised the over-allotment option which resulted in an additional $83,439 of underwriting fees paid and $146,018 of deferred underwriting fees. Following the closing of the Initial Public Offering on May 20, 2021, an amount of $50,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”), which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and net of amounts previously released to the Company to pay its tax obligations) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commission the Company will pay to the underwriters (as discussed in Note 6). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to (a) vote its Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares held by it in favor of a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to (i) waive its redemption rights with respect to Founder Shares, Private Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period (defined below). The Company has until February 20, 2022 (or until August 20, 2022 if the Company has executed a definitive agreement for a Business Combination by February 20, 2021 but has not completed the Business Combination within such 9-month period) to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by February 20, 2021, and the Company has not entered into a definitive agreement for a Business Combination by such date, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Management’s Plan Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the issuance date of these financial statements and therefore substantial doubt has been alleviated. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements as of March 31, 2021 and for the period from March 2, 2021 (inception) through March 31, 2021 have been prepared in accordance with U.S. GAAP for interim financial information and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from March 2, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021, or any future period. 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 stockholder 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 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 the financial statement 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 statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly 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 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account. Deferred Offering Costs Deferred offering costs will consist of direct costs incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to stockholder’s equity upon the completion of the Initial Public Offering. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. At March 31, 2021 the Company has incurred $68,000 of deferred offering costs. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 187,500 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
PUBLIC OFFERING
PUBLIC OFFERING | 1 Months Ended |
Mar. 31, 2021 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3 — PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,417,193 Units at a purchase price of $10.00 per Unit which includes the partial exercise of the underwriters’ over-allotment option of an additional 417,193 Units on June 10, 2021. Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right entitles the holder to receive one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 1 Months Ended |
Mar. 31, 2021 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 185,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $1,850,000, in a private placement. The Sponsor purchased 110,000 Private Units and Chardan purchased 75,000 Private Units. The underwriters also purchased an additional 8,343 Private Units, at a price of $10.00 per Private Unit, or $83,430 in the aggregate in connection with the underwriters’ partial exercise of their over-allotment option on June 10, 2021. Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 1 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On March 2, 2020, the Company issued 1,437,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The Sponsor agreed to forfeit up to 187,500 Founder Shares to the extent that the 45 The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of six months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and, with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of a Business Combination, or earlier in each case if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on May 20, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s Audit Committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses in connection with a Business Combination. Promissory Note — Related Party On March 3, 2021 the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $500,000 to cover expenses related to the Initial Public Offering. The Promissory Note is non-interest bearing and payable on the completion of the Initial Public Offering. The balance outstanding at March 31, 2021 was $43,000. The total outstanding balance under the Promissory Note of $80,264 was repaid at the closing of the Initial Public Offering on May 20, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the Working Capital Loans may be converted into private units at a price of $10.00 per unit. The private units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At March 31, 2021 there were no Working Capital Loans outstanding. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 15 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case, or an aggregate of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Private Unit. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. |
COMMITMENTS
COMMITMENTS | 1 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6 — COMMITMENTS & CONTINGENCIES Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic 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, consummation of a Business Combination, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On June 10, 2021, the underwriter’s elected to partially exercise the over-allotment option to purchase an additional 417,193 Public Shares at a price of $10.00 per Public Share (see Note 8). The underwriters were paid $1,000,000 in conjunction with the Initial Public Offering and an additional $83,439 in conjunction with the underwriters’ partial exercise of the over-allotment option on June 10, 2021. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $1,896,018, based upon the partial exercise of the over-allotment option. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Representative Shares In May 2021, the Company issued to the underwriter and/or its designees 86,250 shares of common stock (the “Representative Shares”). The Company will account for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to stockholder’s equity. The Company estimates the fair value of Representative Shares to be $862,500 based upon the offering price of the Units of $10.00 per Unit. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. Professional Fees The Company has agreed to pay legal counsel a retainer of $10,000 upon the closing of the Initial Public Offering and $50,000 upon closing of a business combination. In the event the Initial Public Offering is not completed, no amounts would be due. Registration Rights Pursuant to a registration rights agreement entered into on May 17, 2021, the holders of the Founder Shares, the Private Units, and any shares that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock 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 can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, Chardan may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the Initial Public Offering and may not exercise its demand rights on more than one occasion. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 1 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Common Stock issued Rights one The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. 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 Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 1 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to July 2, 2021, the date that the financial statements were issued. Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On May 20, 2021, the Company consummated the IPO of 5,000,000 units, which were sold at an offering price of $10.00 per unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO, the Company consummated the private placement with Mountain Crest Holdings III LLC and Chardan Capital Markets, LLC of 185,000 units, generating total proceeds of $1,850,000. Transaction costs amounted to $3,031,270 consisting of $1,000,000 of underwriting fees, $1,750,000 of deferred underwriting fees and $281,270 of other offering costs. On June 10, 2021 the underwriters partially exercised the over-allotment option which resulted in an additional $83,439 of underwriting fees paid and $146,018 of deferred underwriting fees. As a result of the underwriters’ election to partial exercise their over-allotment option, a total of 83,202 Founder Shares are no longer subject to forfeiture. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 1 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements as of March 31, 2021 and for the period from March 2, 2021 (inception) through March 31, 2021 have been prepared in accordance with U.S. GAAP for interim financial information and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from March 2, 2021 (inception) through March 31, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021, or any future period. |
Emerging Growth Company | 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 stockholder 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 or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statement 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 statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs will consist of direct costs incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to stockholder’s equity upon the completion of the Initial Public Offering. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. At March 31, 2021 the Company has incurred $68,000 of deferred offering costs. |
Net Loss Per Share | Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 187,500 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At March 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Aug. 20, 2022USD ($) | Feb. 20, 2022USD ($)$ / shares | Jun. 10, 2021USD ($)shares | May 20, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)item$ / shares | Mar. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||||
Issue price, per unit | $ / shares | $ 10 | $ 10 | ||||
Condition for future business combination number of businesses minimum | item | 1 | |||||
Condition for future business combination use of proceeds percentage | 80 | |||||
Condition for future business combination threshold Percentage Ownership | 50 | |||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 10 days | |||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | ||||
Redemption limit percentage without prior consent | 20 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||||
Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issue price, per unit | $ / shares | $ 0.10 | $ 10 | ||||
Transaction Costs | $ 3,031,270 | |||||
Underwriting fees | 1,000,000 | |||||
Deferred underwriting fee payable | 1,750,000 | |||||
Other offering costs | 281,270 | |||||
Payments for investment of cash in Trust Account | $ 50,000,000 | |||||
Months to complete acquisition | 9 months | |||||
Redemption period upon closure | 15 months | |||||
Maximum Allowed Dissolution Expenses | $ 1,000,000 | |||||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units | shares | 5,417,193 | |||||
Issue price, per unit | $ / shares | $ 10 | $ 10 | $ 10 | |||
Deferred underwriting fee payable | $ 1,000,000 | |||||
Initial Public Offering | Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units | shares | 5,000,000 | |||||
Issue price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance initial public offering | $ 50,000,000 | |||||
Maximum Allowed Dissolution Expenses | 500,000 | |||||
Private Placement | Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units | shares | 185,000 | |||||
Issue price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance initial public offering | $ 1,850,000 | |||||
Over-allotment option | Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Units | shares | 417,193 | 750,000 | ||||
Underwriting fees | $ 83,439 | |||||
Deferred underwriting fee payable | $ 146,018 | |||||
Maximum Allowed Dissolution Expenses | $ 1,150,000 | $ 575,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Mar. 31, 2021USD ($)shares |
Deferred offering costs | $ 68,000 |
Number of shares of common stock subject to forfeiture | shares | 187,500 |
Cash equivalents | $ 0 |
Unrecognized tax benefits | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of Net Loss per Common Share (Details) | 1 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Net loss | $ | $ (1,000) | |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED (1) | shares | 1,250,000 | [1] |
BASIC AND DILUTED NET LOSS PER SHARE | $ / shares | $ 0 | |
[1] | This number includes an aggregate of up to 187,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 4). |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | Jun. 10, 2021 | May 20, 2021 | Mar. 31, 2021 | Feb. 20, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||||
Issue price, per unit | $ 10 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 5,417,193 | |||
Issue price, per unit | $ 10 | $ 10 | ||
Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issue price, per unit | $ 10 | $ 0.10 | ||
Subsequent Event | Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 5,000,000 | |||
Issue price, per unit | $ 10 | |||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 1 | |||
Number of shares issuable per warrant | 0.1 | |||
Subsequent Event | Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 417,193 | 750,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | Jun. 10, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||
Stockholders' equity note, stock split, conversion ratio | 0.1 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 185,000 | |
Price of warrants | $ / shares | $ 10 | |
Aggregate purchase price | $ | $ 1,850,000 | |
Sponsor | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 110,000 | |
Chardan | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 75,000 | |
Over-allotment option | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 8,343 | |
Price of warrants | $ / shares | $ 10 | |
Aggregate purchase price | $ | $ 83,430 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Mar. 02, 2020USD ($)D$ / sharesshares | Mar. 31, 2021USD ($)shares | Jun. 14, 2021shares | |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ | [1] | $ 25,000 | ||
Maximum number of shares of common stock subject to forfeiture | 187,500 | |||
Founder Shares | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 1,437,500 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Founder Shares | Over-allotment option | ||||
Related Party Transaction [Line Items] | ||||
Maximum number of shares of common stock subject to forfeiture | 187,500 | |||
Founder Shares Extent Period | 45 days | |||
Founder Shares | Sponsor | ||||
Related Party Transaction [Line Items] | ||||
Percentage of founder shares to sell | 50.00% | |||
Percentage Of Remaining Founder Shares | 50.00% | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Founder Shares | Sponsor | Over-allotment option | ||||
Related Party Transaction [Line Items] | ||||
Shares subject to forfeiture | 83,202 | |||
[1] | This number includes an aggregate of up to 187,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 4). |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | May 20, 2021 | Mar. 31, 2021 | Mar. 03, 2021 | |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | [1] | $ 25,000 | ||
Promissory Note with Related Party | ||||
Related Party Transaction [Line Items] | ||||
Maximum borrowing capacity of related party promissory note | $ 500,000 | |||
Outstanding balance of related party note | 43,000 | |||
Repayment of promissory note - related party | $ 80,264 | |||
Administrative Support Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses per month | $ 10,000 | |||
Related Party Loans | ||||
Related Party Transaction [Line Items] | ||||
Working capital loan | $ 1,500,000 | |||
Share price | $ 10 | |||
Working capital loans outstanding | $ 0 | |||
Related Party Extension Loans | ||||
Related Party Transaction [Line Items] | ||||
Share price | $ 10 | |||
Deposits | $ 500,000 | |||
Aggregate purchase price | $ 1,000,000 | |||
Related Party Extension Loans | Over-allotment option | ||||
Related Party Transaction [Line Items] | ||||
Share price | $ 0.10 | |||
Deposits | $ 575,000 | |||
Aggregate purchase price | $ 1,150,000 | |||
[1] | This number includes an aggregate of up to 187,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 4). |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) | Jun. 10, 2021 | May 20, 2021 | May 31, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Feb. 20, 2022 | |
Issue price, per unit | $ 10 | $ 10 | |||||
Issuance of Representative Shares | [1] | $ 25,000 | |||||
Legal fee upon the closing of the Initial Public Offering | 10,000 | ||||||
Legal fee upon closing of a business combination | $ 50,000 | ||||||
Period to exercise demand registration right | 5 years | ||||||
Period to exercise piggy back registration right | 7 years | ||||||
Initial Public Offering | |||||||
Number of units issued | 5,417,193 | ||||||
Deferred underwriting fee payable | $ 1,000,000 | ||||||
Issue price, per unit | $ 10 | $ 10 | $ 10 | ||||
Subsequent Event | |||||||
Deferred underwriting fee payable | $ 1,750,000 | ||||||
Underwriting fees | $ 1,000,000 | ||||||
Issue price, per unit | $ 10 | $ 0.10 | |||||
Subsequent Event | Private Placement | |||||||
Number of units issued | 185,000 | ||||||
Issue price, per unit | $ 10 | ||||||
Proceeds from issuance initial public offering | $ 1,850,000 | ||||||
Subsequent Event | Initial Public Offering | |||||||
Number of units issued | 5,000,000 | ||||||
Issue price, per unit | $ 10 | ||||||
Proceeds from issuance initial public offering | $ 50,000,000 | ||||||
Subsequent Event | Over-allotment option | |||||||
Number of units issued | 417,193 | 750,000 | |||||
Share Price | $ 10 | ||||||
Deferred fee per unit | $ 0.35 | ||||||
Deferred underwriting fee payable | $ 146,018 | ||||||
Underwriting fees | 83,439 | ||||||
Subsequent Event | Underwriter [Member] | |||||||
Issue price, per unit | $ 10 | ||||||
Issuance of Representative Shares (in shares) | 86,250 | ||||||
Issuance of Representative Shares | $ 862,500 | ||||||
Subsequent Event | Underwriter [Member] | Over-allotment option | |||||||
Deferred underwriting fee payable | $ 1,896,018 | ||||||
[1] | This number includes an aggregate of up to 187,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 4). |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | 1 Months Ended |
Mar. 31, 2021Vote$ / sharesshares | |
STOCKHOLDERS' EQUITY | |
Common shares, shares authorized (in shares) | 5,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 1,437,500 |
Common shares, shares outstanding (in shares) | 1,437,500 |
Maximum number of shares of common stock subject to forfeiture | 187,500 |
Percentage of shares owned by the Sponsor | 20.00% |
Ratio to be applied to the stock in the conversion | 0.10 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jun. 10, 2021 | May 20, 2021 | Mar. 31, 2021 |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Transaction Costs | $ 3,031,270 | ||
Underwriting fees | 1,000,000 | ||
Deferred underwriting fee payable | 1,750,000 | ||
Other offering costs | 281,270 | ||
Private Placement | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate cash amount | $ 1,850,000 | ||
Number of units issued | 185,000 | ||
Initial Public Offering | |||
Subsequent Event [Line Items] | |||
Number of units issued | 5,417,193 | ||
Deferred underwriting fee payable | $ 1,000,000 | ||
Initial Public Offering | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Share price per unit (in Dollars per share) | $ 10 | ||
Aggregate cash amount | $ 50,000,000 | ||
Number of units issued | 5,000,000 | ||
Over-allotment option | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of units issued | 417,193 | 750,000 | |
Underwriting fees | $ 83,439 | ||
Deferred underwriting fee payable | $ 146,018 | ||
Shares no longer subject to forfeiture | 83,202 |