Document and Entity Information
Document and Entity Information - USD ($) | 10 Months Ended | ||
Dec. 31, 2021 | Mar. 03, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 54,841,754 | ||
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 | FY | ||
Amendment Flag | false | ||
Transition Report | true | ||
Auditor Name | UHY LLP | ||
Auditor Firm ID | 1195 | ||
Auditor Location | New York, New York March 4, 2022 | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | MCAE | ||
Security Exchange Name | NASDAQ | ||
Rights | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Rights included as part of the units | ||
Trading Symbol | MCAER | ||
Security Exchange Name | NASDAQ | ||
Units, each consisting of one share of common stock and one right to acquire 1/10 of one share of Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of common stock and one right to acquire 1/10 of one share of Common Stock | ||
Trading Symbol | MCAEU | ||
Security Exchange Name | NASDAQ |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
ASSETS | |
Cash | $ 341,429 |
Prepaid expenses | 28,750 |
Marketable securities held in Trust Account | 54,174,163 |
TOTAL ASSETS | 54,544,342 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
Accounts payable and accrued expenses | 110,932 |
Deferred underwriting fee payable | 1,896,018 |
Total liabilities | 2,006,950 |
COMMITMENTS AND CONTINGENCIES | |
Common stock subject to possible redemption, $0.0001 par value, 5,417,193 shares at redemption value of $10.00 per share at December 31, 2021. | 54,171,930 |
STOCKHOLDERS' DEFICIT | |
Common Stock; $0.0001 par value; 30,000,000 shares authorized; 1,633,891 shares issued and outstanding (excluding 5,417,193 shares subject to possible redemption), as of December 31, 2021. | 163 |
Accumulated deficit | (1,634,701) |
Total Stockholders' Deficit | (1,634,538) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 54,544,342 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2021$ / sharesshares |
BALANCE SHEET | |
Redeemable common stock subject to possible redemption, par value | $ / shares | $ 0.0001 |
Redeemable common stock subject to possible redemption, shares outstanding | 5,417,193 |
Common stock subject to possible redemption, shares issued | 5,417,193 |
Redeemable common stock subject to possible redemption, redemption price per share | $ / shares | $ 10 |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 30,000,000 |
Common shares, shares issued | 1,633,891 |
Common shares, shares outstanding | 1,633,891 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
STATEMENT OF OPERATIONS | |
General and administrative | $ 275,867 |
Franchise tax | 58,607 |
Total expenses | 334,474 |
LOSS FROM OPERATIONS | (334,474) |
OTHER INCOME | |
Interest earned on marketable securities held in Trust Account | 2,233 |
Total other income | 2,233 |
NET LOSS | $ (332,241) |
Weighted average shares outstanding of redeemable common stock, Basic | shares | 3,975,127 |
Weighted Average Number of Temporary Equity Shares Outstanding , Diluted | shares | 3,975,127 |
Weighted average shares outstanding of Non redeemable common stock, Basic | shares | 1,524,867 |
Weighted average shares outstanding of Non redeemable common stock, Diluted | shares | 1,524,867 |
Basic net income (loss) per share, redeemable common stock | $ / shares | $ 0.51 |
Diluted net income (loss) per share, redeemable common stock | $ / shares | 0.51 |
Basic net income (loss) per share, non-redeemable common stock | $ / shares | (1.55) |
Diluted net income (loss) per share, non-redeemable common stock | $ / shares | $ (1.55) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 10 months ended Dec. 31, 2021 - USD ($) | Common Stock | Additional paid-in capital | Accumulated deficit | Total |
Beginning balance at Mar. 01, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Mar. 01, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock to Sponsor | $ 144 | 24,856 | 25,000 | |
Issuance of common stock to Sponsor (in shares) | 1,437,500 | |||
Sale of public units in initial public offering | $ 541 | 54,171,389 | 54,171,930 | |
Sale of public units in initial public offering (in shares) | 5,417,193 | |||
Sale of private units to insiders | $ 18 | 1,933,412 | 1,933,430 | |
Sale of private units to insiders (in units) | 193,343 | |||
Representative shares issued | $ 9 | 670,800 | 670,809 | |
Representative shares issued (in shares) | 86,250 | |||
Offering costs | (3,931,536) | $ (3,931,536) | ||
Forfeiture of shares of common stock | $ (8) | 8 | ||
Forfeiture of shares of common stock (Shares) | (83,202) | (83,202) | ||
Initial measurement of Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | $ (541) | (49,566,775) | $ (49,567,316) | |
Initial measurement of Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital (in shares) | (5,417,193) | |||
Allocation of offering costs to common stock subject to redemption | 3,597,356 | 3,597,356 | ||
Deduction of increases of carrying value of redeemable shares | $ (6,899,510) | (1,302,460) | (8,201,970) | |
Net loss | (332,241) | (332,241) | ||
Ending Balance at Dec. 31, 2021 | $ 163 | $ (1,634,701) | $ (1,634,538) | |
Ending Balance (in shares) at Dec. 31, 2021 | 1,633,891 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 10 Months Ended |
Dec. 31, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (332,241) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in Trust Account | (2,233) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (28,750) |
Accounts payable and accrued expenses | 110,932 |
Net cash flows used in operating activities | (252,292) |
CASH FLOWS FROM INVESTING ACTIVITIES | |
Cash released remitted to Trust Account | (54,171,930) |
Net cash used in investing activities | (54,171,930) |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Proceeds from sale of Private Units | 1,933,430 |
Proceeds from Initial Public Offering | 54,171,930 |
Proceeds from issuance of common stock to Sponsor | 25,000 |
Payment of underwriter compensation | (1,083,439) |
Payment of offering costs | (281,270) |
Proceeds from promissory note - related party | 80,264 |
Repayment of promissory note - related party | (80,264) |
Net cash flows provided by financing activities | 54,765,651 |
NET INCREASE IN CASH | 341,429 |
CASH, BEGINNING OF PERIOD | 0 |
CASH, END OF PERIOD | 341,429 |
Non-cash investing and financing activities: | |
Representative shares issued and charged to offering costs | 670,809 |
Deferred underwriting fee payable | $ 1,896,018 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 10 Months Ended |
Dec. 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 December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and, initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. 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 “ Public Units”) and, with respect to the shares of common stock included in the Units sold (the “Public Shares”) at $10.00 per Unit, 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. On June 10, 2021, the underwriters exercised the over-allotment option in part, and the closing of the issuance and sale of the additional Units occurred on June 14, 2021. The total aggregate issuance by the Company of 417,193 units at a price of $10.00 per unit resulted in total gross proceeds of $4,171,930. On June 14, 2021, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 8,343 Private Units, generating gross proceeds of $83,430. Transaction costs amounted to $3,931,536 consisting of $1,000,000 and additional $83,439 with over-allotment of underwriting fees, $1,750,000 and additional $146,018 with over-allotment of deferred underwriting fees, $670,809 of representative share fee and $281,270 of other offering costs. 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 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 May 20, 2022 (or until November 20, 2022 if the Company has executed a definitive agreement for a Business Combination by May 20, 2022 but has not completed the Business Combination within such 12 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 earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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. 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, 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. Liquidity and Capital Resources As of December 31, 2021, the Company had $341,429 of cash held outside its Trust Account for use as working capital (the “Working Capital”). The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of $80,264 (see Note 5). The promissory note from the Sponsor was paid in full at May 20, 2021. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans, as defined below (see Note 5). To date, there were no amounts outstanding under any working capital loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by May 20, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 20, 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 10 Months Ended |
Dec. 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 statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). 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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers cash equivalents to be highly liquid investments with a maturity at the date of purchase of three months or less. The Company did not have any cash equivalents at December 31, 2021. 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. Investments Held in Trust Account The Company's portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, 5,417,193 common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Company allocates gross proceeds between Public Shares and Public Rights based on the relative fair values of Public Shares and Public Rights. At December 31, 2021, the common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 54,171,930 Less: Proceeds allocated to public rights (4,604,614) Allocation of offering costs related to redeemable shares (3,597,356) Plus: Accretion of carrying value to redemption value 8,201,970 Common stock subject to possible redemption $ 54,171,930 Offering Costs Offering costs were $3,931,536 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are related to the Public Offering and are charged to stockholders’ deficit upon the completion of the Public Offering. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. The Company allocates offering costs between Public Shares and Public Rights based on the relative fair values of Public Shares and Public Rights. Accordingly, $3,597,356 was allocated to Public Shares and charged to temporary equity, and $334,180 was allocated to Public Rights and charged to stockholders’ deficit. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC 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 shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: For the period from March 2, 2021 to December 31, 2021 Net Loss $ (332,241) Accretion of temporary equity into redemption value (8,201,970) Net loss including accretion of equity into redemption value $ (8,534,211) For the period from March 2, 2021 To December 31, 2021 Non- Redeemable Redeemable shares shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (6,168,111) $ (2,366,100) Accretion of temporary equity to redemption value 8,201,970 — Allocation of net income (loss) $ 2,033,859 $ (2,366,100) Denominators: Weighted-average shares outstanding 3,975,127 1,524,867 Basic and diluted net income (loss) per share 0.51 (1.55) 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 accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since inception. The tax provision for the period from March 2, 2021 (commencement of operations) through December 31, 2021 was deemed to be de minimis. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 10 Months Ended |
Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,000,000 units at a price of $10 per unit for gross proceeds of $50,000,000. The units consist of one share of common stock and the right (“Public Right”) to receive one On June 10, 2021, the underwriters exercised the over-allotment option in part, and the closing of the issuance and sale of the additional Units occurred on June 14, 2021. The total aggregate issuance by the Company of 417,193 units at a price of $10.00 per unit resulted in total gross proceeds of $4,171,930. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 10 Months Ended |
Dec. 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 Sponsor and Chardan 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 | 10 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 2, 2021, 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-day over-allotment option was not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in part, the Sponsor forfeited 83,202 Founder Shares on June 14, 2021. The Founder Shares forfeited by the Sponsor were cancelled by the Company. 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. As of December 31, 2021, a total of $80,000 has been incurred and paid under this agreement. 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. As of December 31, 2021, no Working Capital Loans were 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 18 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. As of December 31, 2021, no such loans were outstanding. |
COMMITMENTS
COMMITMENTS | 10 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 2, 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. 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. Underwriter’s 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. 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. Of the $0.35 per Unit, $0.30 will be paid in cash and $0.05 will be paid in an equivalent value of shares. Right of First Refusal The Company has granted the underwriter, subject to certain conditions for a period of 18 months after the date of the consummation of the initial business combination, a right of first refusal to act as a co-manager or placement agent, with at least 25% of the economics, for any and all future public and private equity and debt offerings. The duration of such right of first refusal is limited not more than three years by certain regulatory rules. Representative Shares In May 20, 2021, the Company issued to the underwriter and/or its designees 86,250 shares of common stock (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost related to the Initial Public Offering, resulting in a charge directly to stockholders’ deficit. The Company estimated the fair value of Representative Shares to be $670,809 based upon the valuation of the Representative Shares of $7.78 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 Financial Industry Regulatory Authority (“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 National Association of Securities Dealers (“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. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 10 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Common Stock The Company is authorized to issue 30,000,000 shares of common stock with a par value of $0.0001 per share. As of December 31, 2021, there were 1,633,891 shares issued Common stock subject to possible redemption As of December 31, 2021, there were 5,417,193 common stock subject to possible redemption are presented at redemption value of $10 per share as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet (see Note 2). Public Rights Except in cases where the Company is not the surviving Company in a business combination, the holders of the rights will automatically receive 1/10 |
INCOME TAX
INCOME TAX | 10 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
INCOME TAX | NOTE 8. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax asset Net operating loss carryforward $ 11,839 Startup/Organization Expenses 57,932 Total deferred tax asset 69,771 Valuation allowance (69,771) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: For the period from March 2, 2021 (inception) through December 31, 2021 Federal Current $ — Deferred (69,771) State Current $ — Deferred — Change in valuation allowance 69,771 Income tax provision $ — As of December 31, 2021, the Company have $56,374 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from March 2, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $69,771. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: For the period from March 2, 2021 (inception) through December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (21.0) % Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
REVISION OF PRIOR PERIOD FINANC
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS | 10 Months Ended |
Dec. 31, 2021 | |
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS | |
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS | NOTE 9. REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS The Company identified errors on the Form 8-K IPO balance sheet as of May 20, 2021. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were not material to any prior annual or 8-K report. Accordingly, the Company has corrected such immaterial errors by adjusting its May 20, 2021 balance sheet and classified all public shares of Common Stock as redeemable on the balance sheet. The following summarizes the effect of the revision on each financial statement line item. As Reported Adjustment As Adjusted Revised Balance Sheet Common stock subject to redemption $ 43,842,720 $ 6,157,280 $ 50,000,000 Stockholders' equity (deficit) Common stock, $0.001 par value 233 (62) 171 Additional paid-in-capital 5,000,777 (5,000,777) — Accumulated deficit (1,000) (1,156,441) (1,157,441) Total stockholders' equity $ 5,000,010 $ (6,157,280) $ (1,157,270) The Company identified errors on the Form 10-Q statement of operations as of June 30, 2021 related to the fair value of financial instruments that impacted the allocation of IPO proceeds and offering costs to the common shares subject to possible redemption and to the calculation of earnings per share. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were not material to any prior annual or 10-Q report, but that correcting the cumulative impact of such errors would be significant to our statement of operations and statement of changes in stockholders’ equity for the nine months ended September 30, 2021. Accordingly, the Company has corrected such immaterial errors by adjusting its June 30, 2021 statement of operations and statement of changes in stockholders’ equity. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable. The following summarizes the effect of the revision on each financial statement line item. As Reported Adjustment As Adjusted Condensed Statements of Changes in Stockholders’ Equity (Deficit) Offering costs $ (4,123,227) $ 191,691 $ (3,931,536) Initial measurement of Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital $ (53,873,984) $ 4,306,668 $ (49,567,316) Allocation of offering costs to common stock subject to redemption $ 4,100,549 $ (503,193) $ 3,597,356 Deduction for increases of carrying value of redeemable shares $ (4,398,495) $ (3,803,475) $ (8,201,970) For the three months ended For the period from March 2, 2021 to June 30, 2021 June 30, 2021 As Reported Adjustment As Adjusted As Reported Adjustment As Adjusted Revised Statement of Operations Basic and diluted net income (loss) per share, redeemable common stock $ 0.68 $ 0.62 $ 1.30 $ 2.73 $ (0.74) $ 1.99 Basic and diluted net income (loss) per share, non-redeemable common stock $ (1.20) $ (1.03) $ (2.23) $ (1.95) $ (0.71) $ (2.66) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 10 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 10 . FAIR VALUE MEASUREMENTS The fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Prices in Active Significant Other December 31, Markets Significant Other Observable Unobservable Inputs 2021 (Level 1) Inputs (Level 2) (Level 3) Assets: Trust Account $ 54,174,163 $ 54,174,163 — — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 10 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. The Merger Agreement On January 27, 2022, Mountain Crest Acquisition Corp. III, a Delaware corporation (“ MCAE Parent Merger Agreement Target Shareholders’ Representative Purchaser Redomestication Merger Merger Sub Acquisition Merger Business Combination Based upon the execution of the Merger Agreement, the period of time for MCAE to complete a business combination under its certificate of incorporation is extended for a period of 6 months from May 20, 2022 to November 20, 2022. PIPE Subscription Agreement In connection with the proposed Merger, MCAE and the Target obtained a commitment from an interested accredited investor (each a “ Subscriber PIPE Shares PIPE PIPE Subscription Agreement PIPE Closing Pursuant to the PIPE Subscription Agreement, Purchaser shall file (at Purchaser’s sole cost and expense) a registration statement registering the resale of the ordinary shares of Purchaser to be purchased in the private placement (the “ PIPE Resale Registration Statement SEC PIPE Registration Rights The PIPE Subscription Agreement will terminate upon the earlier to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties to the PIPE Subscription Agreements, (iii) any of the conditions to the PIPE Closing are not satisfied or waived on or prior to the PIPE Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the PIPE Closing or (iv) the Outside Date (as defined in the Transaction Agreement and as it may be extended as described therein). The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of the Subscription Agreement. Support Agreement Contemporaneously with the execution of the Merger Agreement, certain holders of Target ordinary shares entered into a support agreement (the “ Target Stockholder Support Agreement The foregoing description of the Target Stockholder Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement. Lock-Up Agreements Contemporaneously with the execution of the Merger Agreement, all holders of Target ordinary shares have agreed to execute lock-up agreements (the “ Lock-up Agreements Lock-up Shares Lock-Up Period |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 10 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash equivalents to be highly liquid investments with a maturity at the date of purchase of three months or less. The Company did not have any cash equivalents at December 31, 2021. |
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. |
Investments Held in Trust Account | Investments Held in Trust Account The Company's portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, 5,417,193 common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Company allocates gross proceeds between Public Shares and Public Rights based on the relative fair values of Public Shares and Public Rights. At December 31, 2021, the common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 54,171,930 Less: Proceeds allocated to public rights (4,604,614) Allocation of offering costs related to redeemable shares (3,597,356) Plus: Accretion of carrying value to redemption value 8,201,970 Common stock subject to possible redemption $ 54,171,930 |
Offering Costs | Offering Costs Offering costs were $3,931,536 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are related to the Public Offering and are charged to stockholders’ deficit upon the completion of the Public Offering. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. The Company allocates offering costs between Public Shares and Public Rights based on the relative fair values of Public Shares and Public Rights. Accordingly, $3,597,356 was allocated to Public Shares and charged to temporary equity, and $334,180 was allocated to Public Rights and charged to stockholders’ deficit. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC 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 shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: For the period from March 2, 2021 to December 31, 2021 Net Loss $ (332,241) Accretion of temporary equity into redemption value (8,201,970) Net loss including accretion of equity into redemption value $ (8,534,211) For the period from March 2, 2021 To December 31, 2021 Non- Redeemable Redeemable shares shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (6,168,111) $ (2,366,100) Accretion of temporary equity to redemption value 8,201,970 — Allocation of net income (loss) $ 2,033,859 $ (2,366,100) Denominators: Weighted-average shares outstanding 3,975,127 1,524,867 Basic and diluted net income (loss) per share 0.51 (1.55) |
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 accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since inception. The tax provision for the period from March 2, 2021 (commencement of operations) through December 31, 2021 was deemed to be de minimis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of common stock reflected in the condensed balance sheet | At December 31, 2021, the common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 54,171,930 Less: Proceeds allocated to public rights (4,604,614) Allocation of offering costs related to redeemable shares (3,597,356) Plus: Accretion of carrying value to redemption value 8,201,970 Common stock subject to possible redemption $ 54,171,930 |
Schedule of net income (loss) per share presented in the condensed statement of operations | The net income (loss) per share presented in the statement of operations is based on the following: For the period from March 2, 2021 to December 31, 2021 Net Loss $ (332,241) Accretion of temporary equity into redemption value (8,201,970) Net loss including accretion of equity into redemption value $ (8,534,211) For the period from March 2, 2021 To December 31, 2021 Non- Redeemable Redeemable shares shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (6,168,111) $ (2,366,100) Accretion of temporary equity to redemption value 8,201,970 — Allocation of net income (loss) $ 2,033,859 $ (2,366,100) Denominators: Weighted-average shares outstanding 3,975,127 1,524,867 Basic and diluted net income (loss) per share 0.51 (1.55) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
Schedule of net deferred tax assets | December 31, 2021 Deferred tax asset Net operating loss carryforward $ 11,839 Startup/Organization Expenses 57,932 Total deferred tax asset 69,771 Valuation allowance (69,771) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | For the period from March 2, 2021 (inception) through December 31, 2021 Federal Current $ — Deferred (69,771) State Current $ — Deferred — Change in valuation allowance 69,771 Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate to the company's effective tax rate | For the period from March 2, 2021 (inception) through December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance (21.0) % Income tax provision 0.0 % |
REVISION OF PRIOR PERIOD FINA_2
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS (Table) | 10 Months Ended |
Dec. 31, 2021 | |
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS | |
Schedule of summarizes the effect of the revision on each financial statement | As Reported Adjustment As Adjusted Revised Balance Sheet Common stock subject to redemption $ 43,842,720 $ 6,157,280 $ 50,000,000 Stockholders' equity (deficit) Common stock, $0.001 par value 233 (62) 171 Additional paid-in-capital 5,000,777 (5,000,777) — Accumulated deficit (1,000) (1,156,441) (1,157,441) Total stockholders' equity $ 5,000,010 $ (6,157,280) $ (1,157,270) As Reported Adjustment As Adjusted Condensed Statements of Changes in Stockholders’ Equity (Deficit) Offering costs $ (4,123,227) $ 191,691 $ (3,931,536) Initial measurement of Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital $ (53,873,984) $ 4,306,668 $ (49,567,316) Allocation of offering costs to common stock subject to redemption $ 4,100,549 $ (503,193) $ 3,597,356 Deduction for increases of carrying value of redeemable shares $ (4,398,495) $ (3,803,475) $ (8,201,970) For the three months ended For the period from March 2, 2021 to June 30, 2021 June 30, 2021 As Reported Adjustment As Adjusted As Reported Adjustment As Adjusted Revised Statement of Operations Basic and diluted net income (loss) per share, redeemable common stock $ 0.68 $ 0.62 $ 1.30 $ 2.73 $ (0.74) $ 1.99 Basic and diluted net income (loss) per share, non-redeemable common stock $ (1.20) $ (1.03) $ (2.23) $ (1.95) $ (0.71) $ (2.66) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's assets that are measured at fair value on a recurring basis | Quoted Prices in Active Significant Other December 31, Markets Significant Other Observable Unobservable Inputs 2021 (Level 1) Inputs (Level 2) (Level 3) Assets: Trust Account $ 54,174,163 $ 54,174,163 — — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Nov. 20, 2022USD ($) | May 20, 2022USD ($)$ / shares | Jun. 14, 2021USD ($)shares | Jun. 10, 2021USD ($)$ / sharesshares | May 20, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)item$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||||
Issue price, per unit | $ / shares | $ 10 | $ 10 | ||||
Proceeds from issuance of unit | $ 54,171,930 | |||||
Aggregate purchase price | 1,933,430 | |||||
Transaction Costs | $ 3,931,536 | |||||
Underwriting fees | 1,000,000 | |||||
Deferred underwriting fee payable. | 1,750,000 | 1,896,018 | ||||
Other offering costs | 281,270 | |||||
Share fees | 670,809 | |||||
Payments for investment of cash in Trust Account | $ 50,000,000 | $ 54,171,930 | ||||
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 | |||||
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% | |||||
Cash held outside the Trust Account | $ 341,429 | |||||
Issuance of common stock to Sponsor | 25,000 | |||||
Proceeds from promissory note - related party | 80,264 | |||||
Working Capital Loans Outstanding | $ 0 | |||||
Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of warrants to purchase shares issued | shares | 110,000 | |||||
Issuance of common stock to Sponsor | $ 25,000 | |||||
Proceeds from promissory note - related party | $ 80,264 | |||||
Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issue price, per unit | $ / shares | $ 0.10 | |||||
Months to complete acquisition | 12 months | |||||
Redemption period upon closure | 18 months | |||||
Maximum allowed dissolution expenses | $ 1,000,000 | |||||
Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of warrants to purchase shares issued | shares | 185,000 | |||||
Aggregate purchase price | $ 1,850,000 | |||||
Initial Public Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units sold | shares | 5,000,000 | |||||
Share price | $ / shares | $ 10 | |||||
Issue price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance of unit | $ 50,000,000 | |||||
Initial Public Offering | Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Maximum allowed dissolution expenses | 500,000 | |||||
Private Placement. | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units sold | shares | 185,000 | |||||
Issue price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance of unit | $ 1,850,000 | |||||
Over-allotment option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of units sold | shares | 417,193 | 750,000 | ||||
Additional units sold of shares | shares | 417,193 | |||||
Share price | $ / shares | $ 10 | |||||
Issue price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance of unit | $ 4,171,930 | |||||
Number of warrants to purchase shares issued | shares | 8,343 | 8,343 | ||||
Aggregate purchase price | $ 83,430 | $ 83,430 | ||||
Underwriting fees | $ 83,439 | |||||
Deferred underwriting fee payable. | $ 146,018 | |||||
Over-allotment option | Subsequent Event | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Maximum allowed dissolution expenses | $ 1,150,000 | $ 575,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 10 Months Ended | |
Dec. 31, 2021 | May 20, 2021 | |
Cash equivalents | $ 0 | |
Federal Depository Insurance Coverage | $ 250,000 | |
Statutory federal income tax rate | 21.00% | |
Redeemable common stock subject to possible redemption, shares outstanding | 5,417,193 | |
Issue price, per unit | $ 10 | $ 10 |
Offering costs | $ 3,931,536 | |
Common stock subject to possible redemption, redemption price per share | $ 10 | |
Deferred tax assets | $ 69,771 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | |
Allocated to public rights | ||
Public rights cost | 334,180 | |
Allocated to public shares | ||
Public shares cost | $ 3,597,356 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of common stock reflected in the condensed balance sheet (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Gross proceeds | $ 54,171,930 |
Proceeds allocated to public rights | (4,604,614) |
Allocation of offering costs related to redeemable shares | (3,597,356) |
Accretion of carrying value to redemption value | 8,201,970 |
Common stock subject to possible redemption | $ 54,171,930 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net income (loss) per share presented in the condensed statement of operations (Details) | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Condensed Income Statements, Captions [Line Items] | |
Net loss | $ (332,241) |
Accretion of temporary equity to redemption value | (8,201,970) |
Net loss including accretion of equity into redemption value | (8,534,211) |
Numerators: | |
Accretion of temporary equity into redemption value | $ 8,201,970 |
Denominator | |
Weighted-average shares outstanding Basic | shares | 1,524,867 |
Weighted-average shares outstanding Diluted | shares | 1,524,867 |
Basic net income (loss) per share | $ / shares | $ (1.55) |
Diluted net income (loss) per share | $ / shares | $ (1.55) |
Redeemable shares | |
Condensed Income Statements, Captions [Line Items] | |
Accretion of temporary equity to redemption value | $ (8,201,970) |
Numerators: | |
Allocation of net loss including accretion of temporary equity | (6,168,111) |
Accretion of temporary equity into redemption value | 8,201,970 |
Allocation of net income/(loss) | $ 2,033,859 |
Denominator | |
Weighted-average shares outstanding Basic | shares | 3,975,127 |
Weighted-average shares outstanding Diluted | shares | 3,975,127 |
Basic net income (loss) per share | $ / shares | $ 0.51 |
Diluted net income (loss) per share | $ / shares | $ 0.51 |
Non-Redeemable shares | |
Numerators: | |
Allocation of net loss including accretion of temporary equity | $ (2,366,100) |
Allocation of net income/(loss) | $ (2,366,100) |
Denominator | |
Weighted-average shares outstanding Basic | shares | 1,524,867 |
Weighted-average shares outstanding Diluted | shares | 1,524,867 |
Basic net income (loss) per share | $ / shares | $ (1.55) |
Diluted net income (loss) per share | $ / shares | $ (1.55) |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Jun. 10, 2021 | May 20, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Issue price, per unit | $ 10 | $ 10 | |
Proceeds from issuance initial public offering | $ 54,171,930 | ||
Number of shares in a unit | 1 | ||
Number of shares issuable per warrant | 0.1 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 5,000,000 | ||
Issue price, per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 50,000,000 | ||
Number of shares in a unit | 1 | ||
Number of shares issuable per warrant | 0.1 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 417,193 | 750,000 | |
Issue price, per unit | $ 10 | ||
Proceeds from issuance initial public offering | $ 4,171,930 | ||
Percentage of shares available under underwriting agreement | 15.00% |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jun. 14, 2021 | Jun. 10, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate purchase price | $ 1,933,430 | ||
Number of Shares Issued Per Unit | 1 | ||
Number of shares per warrant | 0.1 | ||
Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 185,000 | ||
Price of warrants | $ 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 | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 8,343 | 8,343 | |
Price of warrants | $ 10 | ||
Aggregate purchase price | $ 83,430 | $ 83,430 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Mar. 02, 2021USD ($)D$ / sharesshares | Dec. 31, 2021USD ($)shares |
Related Party Transaction [Line Items] | ||
Aggregate purchase price | $ | $ 25,000 | |
Shares subject to forfeiture | 83,202 | |
Sponsor | ||
Related Party Transaction [Line Items] | ||
Aggregate purchase price | $ | $ 25,000 | |
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% | |
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 | |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |
Percentage Of Remaining Founder Shares | 50.00% | |
Founder Shares | Sponsor | Over-allotment option | ||
Related Party Transaction [Line Items] | ||
Shares subject to forfeiture | 83,202 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | May 20, 2021 | Dec. 31, 2021 | Jun. 10, 2021 | Mar. 31, 2021 | Mar. 03, 2021 |
Related Party Transaction [Line Items] | |||||
Outstanding balance of related party note | $ 0 | ||||
Repayment of promissory note - related party | 80,264 | ||||
Working capital loans outstanding | 0 | ||||
Aggregate purchase price | 25,000 | ||||
Over-allotment option | |||||
Related Party Transaction [Line Items] | |||||
Share price | $ 10 | ||||
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 | ||||
Expenses incurred and paid | 80,000 | ||||
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 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Jun. 10, 2021USD ($)$ / sharesshares | May 20, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)item$ / shares |
Maximum number of demands for registration of securities | item | 2 | ||
Period to exercise demand registration right | 5 years | ||
Period to exercise piggy back registration right | 7 years | ||
Deferred underwriting fee payable | $ | $ 1,750,000 | $ 1,896,018 | |
Underwriting fees | $ | $ 1,000,000 | ||
Issue price, per unit | $ 10 | $ 10 | |
Commencement period | 18 months | ||
Minimum offering percentage | 25.00% | ||
Issuance of Representative Shares | $ | $ 25,000 | ||
Private Placement. | |||
Number of units issued | shares | 185,000 | ||
Issue price, per unit | $ 10 | ||
Initial Public Offering | |||
Number of units issued | shares | 5,000,000 | ||
Share Price | $ 10 | ||
Issue price, per unit | $ 10 | ||
Over-allotment option | |||
Number of units issued | shares | 417,193 | 750,000 | |
Share Price | $ 10 | ||
Period of underwriters granted option | 45 days | ||
Deferred fee per unit | 0.35 | ||
Deferred underwriting fee payable | $ | $ 146,018 | ||
Deferred fee cash paid per unit. | 0.30 | ||
Deferred fee paid in equivalents of share per unit | 0.05 | ||
Underwriting fees | $ | $ 83,439 | ||
Issue price, per unit | $ 10 | ||
Underwriter [Member] | |||
Issue price, per unit | $ 7.78 | ||
Issuance of Representative Shares (in shares) | shares | 86,250 | ||
Issuance of Representative Shares | $ | $ 670,809 | ||
Underwriter [Member] | Over-allotment option | |||
Deferred underwriting fee payable | $ | $ 1,896,018 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) | 10 Months Ended | |
Dec. 31, 2021$ / sharesshares | May 20, 2021$ / shares | |
STOCKHOLDERS' DEFICIT | ||
Common shares, shares authorized (in shares) | 30,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.001 |
Common shares, shares issued (in shares) | 1,633,891 | |
Common shares, shares outstanding (in shares) | 1,633,891 | |
Shares subject to forfeiture | 83,202 | |
Underwriter, over allotment option period | 45 days | |
Percentage of shares owned by the Sponsor | 20.00% | |
Common stock subject to possible redemption, shares outstanding | 5,417,193 | |
common stock subject to possible redemption, redemption price per share | $ / shares | $ 10 | |
Ratio to be applied to the stock in the conversion | 0.10 | |
Rights issued | 0 |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (Details) | Dec. 31, 2021USD ($) |
Deferred tax asset | |
Net operating loss carryforward | $ 11,839 |
Startup/Organization Expenses | 57,932 |
Total deferred tax asset | 69,771 |
Valuation allowance | $ (69,771) |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Federal | |
Deferred | $ (69,771) |
Change in valuation allowance | $ 69,771 |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of tax rate (Details) | 10 Months Ended |
Dec. 31, 2021 | |
Reconciliation | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | (21.00%) |
Income tax provision | 0.00% |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Details) | Dec. 31, 2021USD ($) |
INCOME TAX | |
Valuation allowance | $ 69,771 |
U.S. federal net operating loss carry forwards | $ 56,374 |
REVISION OF PRIOR PERIOD FINA_3
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 10 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | May 20, 2021 | Mar. 01, 2021 | |
Revised Balance Sheet | |||||
Common stock subject to redemption | $ 54,171,930 | ||||
Stockholders' equity (deficit) | |||||
Common stock, $0.001 par value | 163 | ||||
Accumulated deficit | (1,634,701) | ||||
Total Stockholders' Deficit | $ (1,634,538) | $ 0 | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.001 | |||
Condensed Statements of Changes in Stockholders' Equity (Deficit) | |||||
Offering costs | $ (3,931,536) | ||||
Initial measurement of Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | (49,567,316) | ||||
Allocation Of Offering Costs To Common Stock Subject To Redemption | 3,597,356 | ||||
Deduction For Increases Of Carrying Value Of Redeemable Shares | $ 8,201,970 | ||||
Revised Statement of Operations | |||||
Basic net income (loss) per share, redeemable common stock | $ 0.51 | ||||
Diluted net income (loss) per share, redeemable common stock | 0.51 | ||||
Basic net income (loss) per share, non-redeemable common stock | (1.55) | ||||
Diluted net income (loss) per share, non-redeemable common stock | $ (1.55) | ||||
As Reported | |||||
Revised Balance Sheet | |||||
Common stock subject to redemption | $ 43,842,720 | ||||
Stockholders' equity (deficit) | |||||
Common stock, $0.001 par value | 233 | ||||
Additional paid-in-capital | 5,000,777 | ||||
Accumulated deficit | (1,000) | ||||
Total Stockholders' Deficit | 5,000,010 | ||||
Condensed Statements of Changes in Stockholders' Equity (Deficit) | |||||
Offering costs | $ (4,123,227) | ||||
Initial measurement of Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | (53,873,984) | ||||
Allocation Of Offering Costs To Common Stock Subject To Redemption | 4,100,549 | ||||
Deduction For Increases Of Carrying Value Of Redeemable Shares | $ (4,398,495) | ||||
Revised Statement of Operations | |||||
Basic net income (loss) per share, redeemable common stock | $ 0.68 | $ 2.73 | |||
Diluted net income (loss) per share, redeemable common stock | 0.68 | 2.73 | |||
Basic net income (loss) per share, non-redeemable common stock | (1.20) | (1.95) | |||
Diluted net income (loss) per share, non-redeemable common stock | (1.20) | $ (1.95) | |||
Adjustment | |||||
Revised Balance Sheet | |||||
Common stock subject to redemption | 6,157,280 | ||||
Stockholders' equity (deficit) | |||||
Common stock, $0.001 par value | (62) | ||||
Additional paid-in-capital | (5,000,777) | ||||
Accumulated deficit | (1,156,441) | ||||
Total Stockholders' Deficit | (6,157,280) | ||||
Condensed Statements of Changes in Stockholders' Equity (Deficit) | |||||
Offering costs | $ 191,691 | ||||
Initial measurement of Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | 4,306,668 | ||||
Allocation Of Offering Costs To Common Stock Subject To Redemption | (503,193) | ||||
Deduction For Increases Of Carrying Value Of Redeemable Shares | $ (3,803,475) | ||||
Revised Statement of Operations | |||||
Basic net income (loss) per share, redeemable common stock | 0.62 | $ (0.74) | |||
Diluted net income (loss) per share, redeemable common stock | 0.62 | (0.74) | |||
Basic net income (loss) per share, non-redeemable common stock | (1.03) | (0.71) | |||
Diluted net income (loss) per share, non-redeemable common stock | (1.03) | $ (0.71) | |||
As Adjusted | |||||
Revised Balance Sheet | |||||
Common stock subject to redemption | 50,000,000 | ||||
Stockholders' equity (deficit) | |||||
Common stock, $0.001 par value | 171 | ||||
Accumulated deficit | (1,157,441) | ||||
Total Stockholders' Deficit | $ (1,157,270) | ||||
Condensed Statements of Changes in Stockholders' Equity (Deficit) | |||||
Offering costs | $ (3,931,536) | ||||
Initial measurement of Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | (49,567,316) | ||||
Allocation Of Offering Costs To Common Stock Subject To Redemption | 3,597,356 | ||||
Deduction For Increases Of Carrying Value Of Redeemable Shares | $ (8,201,970) | ||||
Revised Statement of Operations | |||||
Basic net income (loss) per share, redeemable common stock | 1.30 | $ 1.99 | |||
Diluted net income (loss) per share, redeemable common stock | 1.30 | 1.99 | |||
Basic net income (loss) per share, non-redeemable common stock | (2.23) | (2.66) | |||
Diluted net income (loss) per share, non-redeemable common stock | $ (2.23) | $ (2.66) |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2021USD ($) |
Assets: | |
Trust Account | $ 54,174,163 |
Level 1 | U.S. Treasury Securities | |
Assets: | |
Trust Account | $ 54,174,163 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jan. 27, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||
Aggregate purchase price | $ 25,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Extension period granted in addition to existing threshold period to complete business combination. | 6 months | |
Subsequent Event | PIPE Subscription Agreement | Private Placement. | ||
Subsequent Event [Line Items] | ||
Aggregate purchase price | $ 250,000,000 | |
Price per share | $ 10 | |
Percentage of placement agent fee on purchase price of shares issued | 1.00% | |
Maximum period for filing registration statement with SEC after PIPE closing | 45 days | |
Maximum period for registration statement to become effective after SEC intimation | 5 days | |
Subsequent Event | Lock-up Agreements | ||
Subsequent Event [Line Items] | ||
Lock-up period after the closing | 6 months |