Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-40418 | |
Entity Registrant Name | MOUNTAIN CREST ACQUISITION CORP. III | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2412613 | |
Entity Address, Address Line One | 311 West 43rd Street, 12th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | 646 | |
Local Phone Number | 493-6558 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 7,051,084 | |
Entity Central Index Key | 0001853775 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Document and Entity Information | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | MCAE | |
Security Exchange Name | NASDAQ | |
Rights | ||
Document and Entity Information | ||
Title of 12(b) Security | Rights | |
Trading Symbol | MCAER | |
Security Exchange Name | NASDAQ | |
Units | ||
Document and Entity Information | ||
Title of 12(b) Security | Units | |
Trading Symbol | MCAEU | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 284 | $ 341,429 |
Prepaid expenses | 35,506 | 28,750 |
Marketable securities held in Trust Account | 54,438,427 | 54,174,163 |
TOTAL ASSETS | 54,474,217 | 54,544,342 |
Current liabilities | ||
Accounts payable and accrued expenses | 112,229 | 110,932 |
Income taxes payable | 41,348 | |
Convertible note - related party | 100,000 | |
Deferred underwriting fee payable | 1,896,018 | 1,896,018 |
Total liabilities | 2,149,595 | 2,006,950 |
COMMITMENTS AND CONTINGENCIES | ||
Common stock subject to possible redemption, $0.0001 par value, 5,417,193 shares at redemption value of $10.03 per share at September 30, 2022 and $10.00 per share at December 31, 2021 | 54,327,479 | 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 September 30, 2022 and December 31, 2021 | 163 | 163 |
Accumulated deficit | (2,003,020) | (1,634,701) |
Total Stockholders' Deficit | (2,002,857) | (1,634,538) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 54,474,217 | $ 54,544,342 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Redeemable common stock subject to possible redemption, shares outstanding | 5,417,193 | 5,417,193 |
Redeemable common stock subject to possible redemption, redemption price per share | $ 10.03 | $ 10 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 30,000,000 | 30,000,000 |
Common shares, shares issued | 1,633,891 | 1,633,891 |
Common shares, shares outstanding | 1,633,891 | 1,633,891 |
Common stock subject to possible redemption | ||
Redeemable common stock subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Redeemable common stock subject to possible redemption, shares outstanding | 5,417,193 | 5,417,193 |
Redeemable common stock subject to possible redemption, redemption price per share | $ 10.03 | $ 10 |
Common stock subject to possible redemption, shares issued | 5,417,193 | 5,417,193 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
General and administrative | $ 211,469 | $ 117,631 | $ 211,655 | $ 494,293 |
LOSS FROM OPERATIONS | (211,469) | (117,631) | (211,655) | (494,293) |
Other income: | ||||
Interest earned on marketable securities held in Trust Account | 244,266 | 697 | 1,088 | 322,871 |
Income (Loss) before provision for income taxes | 32,797 | (116,934) | (210,567) | (171,422) |
Provision for income taxes | (39,995) | (41,348) | ||
Net loss | $ (7,198) | $ (116,934) | $ (210,567) | $ (212,770) |
Weighted average shares outstanding of redeemable common stock, Basic | 5,417,193 | 5,417,193 | 3,349,325 | 5,417,193 |
Weighted average shares outstanding of redeemable common stock, Diluted | 5,417,193 | 5,417,193 | 3,349,325 | 5,417,193 |
Basic net income (loss) per share, redeemable common stock | $ 0.01 | $ (0.02) | $ 0.71 | $ (0.02) |
Diluted net income (loss) per share, redeemable common stock | $ 0.01 | $ (0.02) | $ 0.71 | $ (0.02) |
Weighted average shares outstanding of non-redeemable common stock, Basic | 1,633,891 | 1,633,891 | 1,477,554 | 1,633,891 |
Weighted average shares outstanding of non-redeemable common stock, Diluted | 1,633,891 | 1,633,891 | 1,477,554 | 1,633,891 |
Basic net income (loss) share, non-redeemable common stock | $ (0.02) | $ (0.02) | $ (1.74) | $ (0.05) |
Diluted net income (loss) per share, non-redeemable common stock | $ (0.02) | $ (0.02) | $ (1.74) | $ (0.05) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - 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 | |||
Net loss | (1,000) | (1,000) | ||
Ending Balance at Mar. 31, 2021 | $ 144 | 24,856 | (1,000) | 24,000 |
Ending Balance (in shares) at Mar. 31, 2021 | 1,437,500 | |||
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] | ||||
Net loss | (210,567) | |||
Ending Balance at Sep. 30, 2021 | $ 163 | (1,513,027) | (1,512,864) | |
Ending Balance (in shares) at Sep. 30, 2021 | 1,633,891 | |||
Beginning balance at Mar. 31, 2021 | $ 144 | 24,856 | (1,000) | 24,000 |
Beginning balance (in shares) at Mar. 31, 2021 | 1,437,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Measurement of redeemable shares under ASC 480-10-S99 | 4,604,614 | 4,604,614 | ||
Allocation of offering costs related to redeemable shares | 3,597,356 | 3,597,356 | ||
Offering costs | (3,931,536) | (3,931,536) | ||
Sale of Private Placement Units | $ 18 | 1,933,412 | 1,933,430 | |
Sale of Private Placement Units (in shares) | 193,343 | |||
Issuance of Representative Shares | $ 9 | 670,800 | 670,809 | |
Issuance of Representative Shares (in shares) | 86,250 | |||
Forfeiture of Founder Shares | $ (8) | 8 | ||
Forfeiture of Founder Shares (in shares) | (83,202) | |||
Accretion for common stock to redemption amount | (6,899,510) | (1,302,460) | (8,201,970) | |
Net loss | (92,633) | (92,633) | ||
Ending Balance at Jun. 30, 2021 | $ 163 | (1,396,093) | (1,395,930) | |
Ending Balance (in shares) at Jun. 30, 2021 | 1,633,891 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (116,934) | (116,934) | ||
Ending Balance at Sep. 30, 2021 | $ 163 | (1,513,027) | (1,512,864) | |
Ending Balance (in shares) at Sep. 30, 2021 | 1,633,891 | |||
Beginning balance at Dec. 31, 2021 | $ 163 | 0 | (1,634,701) | (1,634,538) |
Beginning balance (in shares) at Dec. 31, 2021 | 1,633,891 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (166,086) | (166,086) | ||
Ending Balance at Mar. 31, 2022 | $ 163 | (1,800,787) | (1,800,624) | |
Ending Balance (in shares) at Mar. 31, 2022 | 1,633,891 | |||
Beginning balance at Dec. 31, 2021 | $ 163 | $ 0 | (1,634,701) | (1,634,538) |
Beginning balance (in shares) at Dec. 31, 2021 | 1,633,891 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Accretion for common stock to redemption amount | (155,549) | |||
Net loss | (212,770) | |||
Ending Balance at Sep. 30, 2022 | $ 163 | (2,003,020) | (2,002,857) | |
Ending Balance (in shares) at Sep. 30, 2022 | 1,633,891 | |||
Beginning balance at Mar. 31, 2022 | $ 163 | (1,800,787) | (1,800,624) | |
Beginning balance (in shares) at Mar. 31, 2022 | 1,633,891 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (39,486) | (39,486) | ||
Ending Balance at Jun. 30, 2022 | $ 163 | (1,840,273) | (1,840,110) | |
Ending Balance (in shares) at Jun. 30, 2022 | 1,633,891 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Accretion for common stock to redemption amount | (155,549) | (155,549) | ||
Net loss | (7,198) | (7,198) | ||
Ending Balance at Sep. 30, 2022 | $ 163 | $ (2,003,020) | $ (2,002,857) | |
Ending Balance (in shares) at Sep. 30, 2022 | 1,633,891 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | $ (210,567) | $ (212,770) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Interest earned on marketable securities held in Trust Account | $ (244,266) | $ (697) | (1,088) | (322,871) | |
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (46,000) | (6,756) | |||
Income taxes payable | 41,348 | ||||
Accounts payable and accrued expenses | 35,556 | 1,297 | |||
Net cash flows used in operating activities | (222,099) | (499,752) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Cash withdrawn from Trust Account to pay franchise and income taxes | 58,607 | $ 0 | |||
Investment of cash into Trust Account | (54,171,930) | ||||
Net cash flows provided by (used in) investing activities | (54,171,930) | 58,607 | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from issuance of common stock to the sponsor | 25,000 | ||||
Proceeds from sale of Units | 54,171,930 | ||||
Payment of underwriter compensation | (1,083,439) | ||||
Proceeds from sale of Private Placement Units | 1,933,430 | ||||
Proceeds from convertible promissory note - related party | 100,000 | ||||
Proceeds from promissory note - related party | 80,264 | ||||
Repayment of promissory note - related party | (80,264) | ||||
Payment of offering costs | (281,270) | ||||
Net cash flows provided by financing activities | 54,765,651 | 100,000 | |||
NET CHANGE IN CASH | 371,622 | (341,145) | |||
CASH, BEGINNING OF PERIOD | 341,429 | ||||
CASH, END OF PERIOD | $ 284 | $ 371,622 | 371,622 | 284 | $ 341,429 |
Supplemental disclosure of noncash investing and financing activities: | |||||
Issuance of Representative Shares | 670,809 | ||||
Offering costs paid through promissory note | 80,264 | ||||
Accretion to Class A common stock subject to possible redemption | 8,201,970 | $ 155,549 | |||
Deferred underwriting fee payable | 1,896,018 | ||||
Forfeiture of Founder Shares | $ (8) |
Organization and Business Opera
Organization and Business Operation | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Business Operation | |
Organization and Business Operation | Note 1 — Organization and Business Operation 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. The Company has one subsidiary, ETAO International Co., Ltd., a direct wholly owned subsidiary of the Company incorporated in the Cayman Islands on June 30, 2022 (“Purchaser”). The Purchaser has one subsidiary, ETAO Merger Sub Inc., a direct wholly owned subsidiary of the Purchaser incorporated in the Cayman Islands on June 30, 2022 (“Merger Sub”). As of September 30, 2022 the subsidiaries had no activity. As of September 30, 2022, the Company had not commenced any operations. All activity through September 30, 2022 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, in particular, activities in connection with the proposed business combination with ETAO International Group, a Cayman Islands corporation (Etao) (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on May 18, 2021. On May 20, 2021, the Company consummated the Initial Public Offering of 5,000,000 units (the “Units”) 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 November 20, 2022 to consummate a Business Combination. On October 18, 2022, the Company filed a Definitive Proxy Statement seeking to obtain shareholder approval to amend its certificate of incorporation to extend the time period the Company has to consummate its Business Combination for 3-months from November 20, 2022 to February 20, 2023 (see Note 9). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its liquidation rights with respect to the Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed consolidated financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Liquidity and Capital Resources As of September 30, 2022, the Company had $284 of cash held outside its Trust Account for use as working capital (the “Working Capital”). 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 $100,000 outstanding under working capital loans. On October 3, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $100,000 (the “Note”) to the Sponsor. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $100,000 that may be drawn down from time to time and payable on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated (see Note 9). Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) 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 November 20, 2022, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for 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 November 20, 2022. On October 18, 2022, the Company filed a Definitive Proxy Statement seeking to obtain shareholder approval to amend its certificate of incorporation to extend the time period the Company has to consummate its Business Combination for 3-months from November 20, 2022 to February 20, 2023 (see Note 9) |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of SEC. The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 is not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or any future period. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiaries where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public 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 condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 condensed consolidated financial statements in conformity with US 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 condensed consolidated 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 September 30, 2022 and 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 is included in interest earned on 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 September 30, 2022 and December 31, 2021, 5,417,193 common shares subject to possible redemption are presented at redemption value of $10.03 per share as of September 30, 2022 and $10.00 per share as of December 31, 2021 as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. 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 September 30, 2022 and December 31, 2021, the common stock reflected in the condensed consolidated balance sheets 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, December 31, 2021 54,171,930 Plus: Accretion of carrying value to redemption value 155,549 Common stock subject to possible redemption, September 30, 2022 $ 54,327,479 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 loss allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (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 shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of September 30, 2022 and 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 income (loss) per share is the same as basic income (loss) per share for the period presented. The net income (loss) per share presented in the condensed consolidated statements of operations is based on the following: For the three months ended For the nine months ended For the Period From March 2, 2021 September 30, September 30 (Inception) Through September 30, 2022 2021 2022 2021 Non- Non- Non- Non- Redeemable Redeemable Redeemable Redeemable Redeemable Redeemable Redeemable Redeemable Shares Shares Shares Shares Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (125,035) (37,712) $ (89,838) (27,096) $ (282,971) (85,348) $ (5,837,379) (2,575,158) Accretion of temporary equity to redemption value 155,549 — — — 155,549 — 8,201,970 — Allocation of net income (loss) $ 30,514 $ (37,712) $ (89,838) $ (27,096) $ (127,422) $ (85,348) $ 2,364,591 $ (2,575,158) Denominator: Weighted-average shares outstanding 5,417,193 1,633,891 5,417,193 1,633,891 5,417,193 1,633,891 3,349,325 1,477,554 Basic and diluted net income (loss) per share $ 0.01 $ (0.02) $ (0.02) $ (0.02) $ (0.02) $ (0.05) $ 0.71 $ (1.74) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximate the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company had a deferred tax asset of approximately $69,000 and $70,000, respectively, which is comprised of net operating losses and startup costs. A full valuation allowance has been recorded at each date. ASC 740 -270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 121.95% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and (24.12)% and 0.00% for the nine months ended September 30, 2022 and for the period March 2, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period March 2, 2021 (inception) through September 30, 2021, due to the start-up costs and net operating loss carryover which are not currently deductible. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company 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 September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt -- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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 condensed consolidated financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Public Offering. | |
Public Offering | Note 3 —Public Offering Pursuant to the Initial Public Offering, the Company sold 5,000,000 units at a price of $10 per unit (the “Public Units”) for gross proceeds of $50,000,000. The units consist of one share of common stock and the 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 | 9 Months Ended |
Sep. 30, 2022 | |
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 | 9 Months Ended |
Sep. 30, 2022 | |
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. For the three and nine months ended September 30, 2022, the Company incurred and paid $30,000 and $90,000 in fees for these services, respectively, of which $10,000 is included in accrued expenses in the accompanying balance sheet. For the three months ended September 30, 2021 and for period from March 2, 2021 (inception) through September 30, 2021, the Company incurred and paid $30,000 and $50,000 for these services. Promissory Note — Related Party On March 3, 2021, the Company issued certain 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 aforementioned promissory note was non-interest bearing and payable on the completion of the Initial Public Offering. The total outstanding balance under the aforementioned promissory note of $80,264 was repaid at the closing of the Initial Public Offering on May 20, 2021. On June 15, 2022, the Company issued certain unsecured promissory note in the aggregate principal amount up to $100,000 to the Sponsor. Pursuant to such note, the Sponsor agreed to loan to the Company an aggregate amount up to $100,000 that may be drawn down from time to time and payable on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The note does not bear interest. In the event that the Company does not consummate a business combination, such note will be repaid only from amounts remaining outside of the Company’s trust account, if any. In addition, the note may be converted at the closing of a business combination by the Company into private units of the Company identical to the public units issued in the Company’s initial public offering at a price of $10.00 per unit. The proceeds of the note will be used by the Company for working capital purposes. As of September 30, 2022 and December 31, 2021 there were $100,000 and no Working Capital Loans outstanding, respectively. 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies 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. Underwriter’s Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $1,896,018, based upon the partial exercise of the over-allotment option. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Representative Shares In May 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 expense of the Proposed Public Offering, resulting in a charge directly to stockholder’s equity. 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 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 Proposed Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Proposed 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 Proposed Public Offering except to any underwriter and selected dealer participating in the Proposed Public Offering and their bona fide officers or partners. The Merger Agreement On January 27, 2022, the Company, entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Etao International Group, a Cayman Islands corporation (the “Target”), and Wensheng Liu, in his capacity as Etao’s Shareholders’ Representative (the “Shareholders’ Representative”), pursuant to which, among other things, (1) the Company will merge with and into ETAO International Co., Ltd. (“Purchaser”), with the Purchaser being the surviving corporation in the merger (the “Redomestication Merger”) and (2) the Target will merge with and into ETAO Merger Sub Inc (“Merger Sub”), with the Target as the surviving corporation in the merger (the “Acquisition Merger”), and, after giving effect to the Acquisition Merger, the Target being a wholly owned subsidiary of Purchaser and the Purchaser will change its name to Etao International Co., Ltd. (collectively, the “Business Combination”). Following the Business Combination, Purchaser expects to trade on the New York Stock Exchange. Based upon the execution of the Merger Agreement, the period of time for the Company to complete a business combination under its certificate of incorporation was extended for a period of 6 months from May 20, 2022 to November 20, 2022. Joinder Agreement On June 30, 2022, the Company formed ETAO International Co., Ltd., as a wholly owned subsidiary and a Cayman Islands exempted company to be the Purchaser under the Merger Agreement. Also on June 30, 2022, the Company formed ETAO Merger Sub, Inc., as a wholly owned subsidiary of ETAO International Co., Ltd. and a Cayman Islands exempted company to be the Merger Sub under the Merger Agreement. On July 26, 2022, the Company, the Target, the Shareholders’ Representative, ETAO International Co., Ltd. and ETAO Merger Sub, Inc., entered into a Joinder Agreement to the Merger Agreement (the “Joinder Agreement”), that expressly amended and modified the Merger Agreement, by admitting ETAO International Co., Ltd. and ETAO Merger Sub, Inc. as parties to the Merger Agreement and fully binding them to all of the covenants, terms, representation, warranties, rights, obligations and conditions of the Merger Agreement applicable to such party as though an original party thereto. The Amendment to the Merger Agreement On June 7, 2022, the Company, the Target and the Shareholders’ Representative entered into an Amendment to Agreement and Plan of Merger (the “Amendment”) that expressly amended and modified the Merger Agreement as follows: 1. 2. 3. five 4. PIPE Subscription Agreement In connection with the proposed Merger, the Company and the Target obtained a commitment from an interested accredited investor (each a “Subscriber”) to purchase ordinary shares of Purchaser in connection with the Closing (the “PIPE Shares”), for an aggregate cash amount of $250,000,000 at a purchase price of $10.00 per share, in a private placement (the “PIPE”). Such commitment was made by way of a Subscription Agreement (the “PIPE Subscription Agreement”), by and among the Subscriber, the Company and the Target. Revere Securities, LLC acted as the placement agent in connection with the PIPE for a fee equal to 1% of the aggregate purchase price paid for the PIPE Shares sold in the PIPE. The purpose of the sale of the PIPE Shares is to raise additional capital for use in connection with the Merger. The PIPE Shares will be identical to the shares that will be issued to the Target at Closing in connection with the Business Combination, except that the PIPE Shares will not be registered with the SEC. The closing of the sale of PIPE Shares (the “PIPE Closing”) will be contingent upon the substantially concurrent consummation of the Merger. 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”) with the SEC no later than forty-five (45) calendar days following the Closing. Purchaser will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practical but no later than the 5th business day after the date Purchaser is notified by the SEC that the PIPE Resale Registration Statement will not be “reviewed” or will not be subject to further review. (The rights set forth above granted to the Subscribers pursuant to the PIPE Subscription Agreements are defined as the “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). Termination of the PIPE Subscription Agreement On July 25, 2022, the Company and the Subscriber terminated the PIPE Subscription Agreement by mutual consent by executing a Mutual Termination Agreement, dated as of July 25, 2022. Pursuant to the Mutual Termination Agreement, the PIPE Subscription Agreement is void and of no further force and effect, and all rights and obligations of the parties thereunder have terminated. 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”), pursuant to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination. 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”) at the Closing. Pursuant to the Lock-Up Agreements such holders have agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Parent Common Stock or Purchaser Ordinary Shares held by them (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive Parent Common Stock or Purchaser Ordinary Shares if any, acquired during the Lock-Up Period (as defined below)), the “Lock-up Shares”), provided, however, that such Lock-up Shares shall not include shares of Parent Common Stock or Purchaser Ordinary Shares acquired by such Holder in open market transactions during the Lock-up Period until the date that is six months after the date of the Closing (the “Lock-Up Period”). Certain transfers, subject to certain customary conditions as set forth in the Lock-up Agreements are allowed during the Lock-Up Period. M&A Advisory Agreement The Company engaged Beijing Haohan Tianyu Investment Consulting Co., Ltd. (“BHTIC”) to act as its M&A Advisor to conduct local due diligence for the Company on ETAO by entering into the M&A Advisory Agreement on May 11, 2022. Pursuant to the M&A Advisory Agreement, as amended on June 14, 2022, the Company shall make a payment to BHTIC of an aggregate M&A Fee (the “M&A Fee”) equivalent to 3% of the pre-money equity value of ETAO in shares of the post-transaction combined company to be issued upon closing of the Transaction at $10 per share. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021, there were 1,633,891 shares issued and outstanding, and after giving effect to the forfeiture of 83,202 shares to the Company by the Sponsor for no consideration since the underwriters’ 45-day over-allotment option was not exercised in full, so that the Initial Stockholders collectively own 20% of the Company’s issued and outstanding Common Stock after the Initial Public Offering. Common stock subject to possible redemption As of September 30, 2022 and December 31, 2021, there were 5,417,193 common shares subject to possible redemption are presented at redemption value of $10.03 per share as of September 30, 2022 and $10.00 per share as of December 31, 2021 as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets (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 1/10 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8— 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 Company classifies its securities in the Trust Account that are invested in funds, such as Mutual Funds or Money Market Funds, that primarily invest in U.S. Treasury and equivalent securities as Trading Securities in accordance with ASC Topic 320 “Investments - Debt and Equity Securities. Trading Securities are recorded at fair market value on the accompanying condensed consolidated balance sheets. At September 30, 2022, assets held in the Trust Account were comprised of $54,438,427 in a mutual fund that is invested primarily in U.S. Treasury Securities. Through September 30, 2022, the Company withdrew $58,607 of the interest earned on the Trust Account to pay franchise and income taxes. At December 31, 2021, assets held in the Trust Account were comprised of $54,174,163 in a mutual fund that is invested primarily in U.S. Treasury Securities. Through December 31, 2021, the Company did not withdraw any of the interest earned on the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Prices in Active Significant Other Significant Other September 30, December 31, Markets Observable Unobservable Inputs 2022 2021 (Level 1) Inputs (Level 2) (Level 3) Assets: Marketable Securities held in Trust Account $ 54,438,427 $ — $ 54,438,427 $ — $ — Marketable Securities held in Trust Account $ — $ 54,174,163 $ 54,174,163 $ — $ — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Promissory Note On October 3, 2022, the Company issued an unsecured promissory note in the aggregate principal amount up to $100,000 (the “Note”) to the Sponsor. Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount up to $100,000 that may be drawn down from time to time and payable on the earlier of: (i) the date on which Company consummates an initial business combination with a target business, or (ii) the date the Company liquidates if a business combination is not consummated. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. In addition, at the written election of the Sponsor the principal amount due under the Note may be converted at the closing of a business combination into private units of the Company identical to the public units issued in the Company’s initial public offering at a price of $10.00 per unit. The proceeds of the Note will be used by the Company for working capital purposes. The Amendment No. 2 to the Merger Agreement On October 17, 2022, the Company, the Target and the Target’s Shareholders Representative entered into a further amendment to the Agreement and Plan of Merger (the “Amendment No. 2”) that expressly amended and modified the Merger Agreement. Specifically, the Amendment No. 2 extended the Outside Date for the closing of the Business Combination from October 5, 2022 to February 20, 2023. In the event that the Business Combination shall not be consummated prior to February 20, 2023, then either the Company or the Target’s Shareholders Representative may terminate the Merger Agreement, provided that such terminating party, the Company, on the one hand, or the Target or the Target’s Shareholders Representative, on the other hand, has not otherwise failed to materially perform its obligations under the Merger Agreement. If the parties do not terminate the Merger Agreement within five Proxy Statement On October 18, 2022, the Company filed a Definitive Proxy Statement seeking to obtain shareholder approval to amend its certificate of incorporation to extend the time period the Company has to consummate its Business Combination for 3-months from November 20, 2022 to February 20, 2023. On November 7, 2022, the Company filed an Amendment to its Definitive Proxy Statement to (1) postpone the Special Meeting from November 9, 2022 to November 17, 2022; (2) increase the amount placed into the Trust Account from $150,000 to $250,000 in connection with the proposal to amend the Company’s amended and restated certificate of incorporation, to extend the date by which the Company has to consummate a business combination from November 20, 2022 to February 20, 2023 and (3) add a new proposal to amend the Investment Management Trust Agreement, dated May 17, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company to provide that the time for the Company to complete its Business Combination under the Trust Agreement shall be extended for a period of 3 months from November 20, 2022 to February 20, 2023 and to be further extended to the extent the Company’s Amended and Restated Certificate of Incorporation is amended to extend the the time for the Company to complete its Business Combination. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of SEC. The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 is not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or any future period. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiaries where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public 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 condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 condensed consolidated financial statements in conformity with US 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 condensed consolidated 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 September 30, 2022 and 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 is included in interest earned on 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 September 30, 2022 and December 31, 2021, 5,417,193 common shares subject to possible redemption are presented at redemption value of $10.03 per share as of September 30, 2022 and $10.00 per share as of December 31, 2021 as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. 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 September 30, 2022 and December 31, 2021, the common stock reflected in the condensed consolidated balance sheets 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, December 31, 2021 54,171,930 Plus: Accretion of carrying value to redemption value 155,549 Common stock subject to possible redemption, September 30, 2022 $ 54,327,479 |
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 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 loss allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (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 shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of September 30, 2022 and 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 income (loss) per share is the same as basic income (loss) per share for the period presented. The net income (loss) per share presented in the condensed consolidated statements of operations is based on the following: For the three months ended For the nine months ended For the Period From March 2, 2021 September 30, September 30 (Inception) Through September 30, 2022 2021 2022 2021 Non- Non- Non- Non- Redeemable Redeemable Redeemable Redeemable Redeemable Redeemable Redeemable Redeemable Shares Shares Shares Shares Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (125,035) (37,712) $ (89,838) (27,096) $ (282,971) (85,348) $ (5,837,379) (2,575,158) Accretion of temporary equity to redemption value 155,549 — — — 155,549 — 8,201,970 — Allocation of net income (loss) $ 30,514 $ (37,712) $ (89,838) $ (27,096) $ (127,422) $ (85,348) $ 2,364,591 $ (2,575,158) Denominator: Weighted-average shares outstanding 5,417,193 1,633,891 5,417,193 1,633,891 5,417,193 1,633,891 3,349,325 1,477,554 Basic and diluted net income (loss) per share $ 0.01 $ (0.02) $ (0.02) $ (0.02) $ (0.02) $ (0.05) $ 0.71 $ (1.74) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximate the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company had a deferred tax asset of approximately $69,000 and $70,000, respectively, which is comprised of net operating losses and startup costs. A full valuation allowance has been recorded at each date. ASC 740 -270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 121.95% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and (24.12)% and 0.00% for the nine months ended September 30, 2022 and for the period March 2, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period March 2, 2021 (inception) through September 30, 2021, due to the start-up costs and net operating loss carryover which are not currently deductible. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company 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 September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt -- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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 condensed consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting Policies | |
Schedule of reconciliation of common stock reflected in the condensed balance sheet | At September 30, 2022 and December 31, 2021, the common stock reflected in the condensed consolidated balance sheets 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, December 31, 2021 54,171,930 Plus: Accretion of carrying value to redemption value 155,549 Common stock subject to possible redemption, September 30, 2022 $ 54,327,479 |
Schedule of net loss per share presented in the condensed statement of operations | The net income (loss) per share presented in the condensed consolidated statements of operations is based on the following: For the three months ended For the nine months ended For the Period From March 2, 2021 September 30, September 30 (Inception) Through September 30, 2022 2021 2022 2021 Non- Non- Non- Non- Redeemable Redeemable Redeemable Redeemable Redeemable Redeemable Redeemable Redeemable Shares Shares Shares Shares Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (125,035) (37,712) $ (89,838) (27,096) $ (282,971) (85,348) $ (5,837,379) (2,575,158) Accretion of temporary equity to redemption value 155,549 — — — 155,549 — 8,201,970 — Allocation of net income (loss) $ 30,514 $ (37,712) $ (89,838) $ (27,096) $ (127,422) $ (85,348) $ 2,364,591 $ (2,575,158) Denominator: Weighted-average shares outstanding 5,417,193 1,633,891 5,417,193 1,633,891 5,417,193 1,633,891 3,349,325 1,477,554 Basic and diluted net income (loss) per share $ 0.01 $ (0.02) $ (0.02) $ (0.02) $ (0.02) $ (0.05) $ 0.71 $ (1.74) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Quoted Prices in Active Significant Other Significant Other September 30, December 31, Markets Observable Unobservable Inputs 2022 2021 (Level 1) Inputs (Level 2) (Level 3) Assets: Marketable Securities held in Trust Account $ 54,438,427 $ — $ 54,438,427 $ — $ — Marketable Securities held in Trust Account $ — $ 54,174,163 $ 54,174,163 $ — $ — |
Organization and Business Ope_2
Organization and Business Operation (Details) | 9 Months Ended | ||||||||||
Nov. 17, 2022 USD ($) | Nov. 09, 2022 USD ($) | Jun. 14, 2021 USD ($) shares | Jun. 10, 2021 USD ($) $ / shares shares | May 20, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) item $ / shares | Oct. 03, 2022 USD ($) $ / shares | Jun. 30, 2022 item | Jun. 15, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Mar. 03, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Issue price, per unit | $ / shares | $ 10 | $ 10 | |||||||||
Transaction Costs | $ 3,931,536 | ||||||||||
Underwriting fees | 1,000,000 | ||||||||||
Deferred underwriting fee payable | 1,750,000 | $ 1,896,018 | $ 1,896,018 | ||||||||
Other offering costs | 281,270 | ||||||||||
Share fees | 670,809 | ||||||||||
Payments for investment of cash in Trust Account | $ 50,000,000 | ||||||||||
Condition for future business combination number of businesses minimum | item | 1 | ||||||||||
Condition for future business combination use of proceeds percentage | 80 | ||||||||||
Threshold percentage of voting interest to be acquired in a future business combination | 50 | ||||||||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 10 days | ||||||||||
Minimum net tangible assets of business combination | $ 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% | ||||||||||
Cash held outside on the trust account | $ 284 | $ 341,429 | |||||||||
Working capital loans outstanding | $ 100,000 | ||||||||||
Promissory Note with Related Party | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Maximum Borrowing Capacity of Related Party Promissory Note | $ 500,000 | ||||||||||
ETAO International Co., LTD (Purchaser) | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of Direct Wholly Owned Subsidiaries | item | 1 | ||||||||||
ETAO Merger Sub Inc (Merger Sub) | ETAO International Co., LTD (Purchaser) | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of Direct Wholly Owned Subsidiaries | item | 1 | ||||||||||
Sponsor | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of warrants to purchase shares issued | shares | 110,000 | ||||||||||
Sponsor | Promissory Note with Related Party | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Aggregate principal amount | $ 100,000 | ||||||||||
Subsequent Event | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Payments for investment of cash in Trust Account | $ 250,000 | $ 150,000 | |||||||||
Subsequent Event | Maximum | Promissory Note with Related Party | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Aggregate principal amount | $ 100,000 | ||||||||||
Subsequent Event | Sponsor | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Maximum Borrowing Capacity of Related Party Promissory Note | $ 100,000 | ||||||||||
Initial Public Offering | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of units sold | shares | 5,000,000 | ||||||||||
Share price | $ / shares | $ 10 | ||||||||||
Proceeds from issuance of unit | $ 50,000,000 | ||||||||||
Issue price, per unit | $ / shares | $ 10 | ||||||||||
Initial Public Offering | Promissory Note with Related Party | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Share price | $ / shares | $ 10 | ||||||||||
Initial Public Offering | Subsequent Event | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Share price | $ / shares | $ 10 | ||||||||||
Private Placement | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of units sold | shares | 185,000 | ||||||||||
Proceeds from issuance of unit | $ 1,850,000 | ||||||||||
Issue price, per unit | $ / shares | $ 10 | ||||||||||
Over-allotment option | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of units sold | shares | 417,193 | ||||||||||
Proceeds from issuance of unit | $ 4,171,930 | ||||||||||
Issue price, per unit | $ / shares | $ 10 | ||||||||||
Additional units sold of shares | shares | 417,193 | ||||||||||
Number of warrants to purchase shares issued | shares | 8,343 | ||||||||||
Aggregate purchase price | $ 83,430 | ||||||||||
Underwriting fees | $ 83,439 | ||||||||||
Deferred underwriting fee payable | $ 146,018 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | May 20, 2021 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | |||||
Federal Depository Insurance Coverage | $ 250,000 | $ 250,000 | ||||||
Effective tax rate (as a percent) | 121.95% | 0% | 0% | (24.12%) | ||||
Statutory tax rate (as a percent) | 21% | 21% | 21% | 21% | ||||
Redeemable common stock subject to possible redemption, shares outstanding | 5,417,193 | 5,417,193 | 5,417,193 | |||||
Issue price, per unit | $ 10 | $ 10 | $ 10 | |||||
Offering costs | $ 3,931,536 | |||||||
Deferred tax asset | $ 69,000 | 69,000 | $ 70,000 | |||||
Unrecognized tax benefits | 0 | 0 | 0 | |||||
Income tax accrued for interest and penalties | $ 0 | $ 0 | $ 0 | |||||
Redeemable common stock subject to possible redemption, redemption price per share | $ 10.03 | $ 10.03 | $ 10 | |||||
Allocated to public rights | ||||||||
Public rights cost | $ 334,180 | |||||||
Allocated to public shares | ||||||||
Public shares cost | $ 3,597,356 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of reconciliation of common stock reflected in the condensed balance sheet (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
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 | $ 155,549 | $ 8,201,970 | $ 155,549 | 8,201,970 |
Common stock subject to possible redemption | 54,327,479 | 54,327,479 | 54,171,930 | |
Common stock subject to possible redemption | ||||
Significant Accounting Policies | ||||
Common stock subject to possible redemption | $ 54,327,479 | $ 54,327,479 | $ 54,171,930 |
Significant Accounting Polici_6
Significant Accounting Policies - net loss per share presented in the condensed statement of operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||||
Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerators: | |||||||||
Allocation of net income (loss) | $ (1,000) | $ (7,198) | $ (39,486) | $ (166,086) | $ (116,934) | $ (92,633) | $ (210,567) | $ (212,770) | |
Denominator: | |||||||||
Weighted-average shares outstanding Basic | 1,633,891 | 1,633,891 | 1,477,554 | 1,633,891 | |||||
Weighted-average shares outstanding Diluted | 1,633,891 | 1,633,891 | 1,477,554 | 1,633,891 | |||||
Basic net income (loss) per share | $ (0.02) | $ (0.02) | $ (1.74) | $ (0.05) | |||||
Diluted net income (loss) per share | $ (0.02) | $ (0.02) | $ (1.74) | $ (0.05) | |||||
Redeemable shares | |||||||||
Numerators: | |||||||||
Allocation of net loss including accretion of temporary equity | $ (125,035) | $ (89,838) | $ (5,837,379) | $ (282,971) | |||||
Accretion of temporary equity to redemption value | 155,549 | 8,201,970 | 155,549 | ||||||
Allocation of net income (loss) | $ 30,514 | $ (89,838) | $ 2,364,591 | $ (127,422) | |||||
Denominator: | |||||||||
Weighted-average shares outstanding Basic | 5,417,193 | 5,417,193 | 3,349,325 | 5,417,193 | |||||
Weighted-average shares outstanding Diluted | 5,417,193 | 5,417,193 | 3,349,325 | 5,417,193 | |||||
Basic net income (loss) per share | $ 0.01 | $ (0.02) | $ 0.71 | $ (0.02) | |||||
Diluted net income (loss) per share | $ 0.01 | $ (0.02) | $ 0.71 | $ (0.02) | |||||
Non-Redeemable shares | |||||||||
Numerators: | |||||||||
Allocation of net loss including accretion of temporary equity | $ (37,712) | $ (27,096) | $ (2,575,158) | $ (85,348) | |||||
Allocation of net income (loss) | $ (37,712) | $ (27,096) | $ (2,575,158) | $ (85,348) | |||||
Denominator: | |||||||||
Weighted-average shares outstanding Basic | 1,633,891 | 1,633,891 | 1,477,554 | 1,633,891 | |||||
Weighted-average shares outstanding Diluted | 1,633,891 | 1,633,891 | 1,477,554 | 1,633,891 | |||||
Basic net income (loss) per share | $ (0.02) | $ (0.02) | $ (1.74) | $ (0.05) | |||||
Diluted net income (loss) per share | $ (0.02) | $ (0.02) | $ (1.74) | $ (0.05) |
Public Offering (Details)
Public Offering (Details) - USD ($) | Jun. 10, 2021 | May 20, 2021 | Sep. 30, 2022 |
Public Offering | |||
Issue price, per unit | $ 10 | $ 10 | |
Initial Public Offering | |||
Public Offering | |||
Number of units sold | 5,000,000 | ||
Issue price, per unit | $ 10 | ||
Issuance of gross proceeds | $ 50,000,000 | ||
Number of shares in a unit | 1 | ||
Number of shares issuable per warrant | 0.1 | ||
Over-allotment option | |||
Public Offering | |||
Number of units sold | 417,193 | ||
Issue price, per unit | $ 10 | ||
Issuance of gross proceeds | $ 4,171,930 | ||
Percentage of shares available under underwriting agreement | 15% |
Private Placement (Details)
Private Placement (Details) - USD ($) | Jun. 14, 2021 | Jun. 10, 2021 | May 20, 2021 |
Private Placement Warrants | |||
Private Placement | |||
Number of warrants to purchase shares issued | 185,000 | ||
Price of warrants | $ 10 | ||
Aggregate purchase price | $ 1,850,000 | ||
Number of shares in a unit | 1 | ||
Number of shares per warrant | 0.1 | ||
Sponsor | |||
Private Placement | |||
Number of warrants to purchase shares issued | 110,000 | ||
Chardan | |||
Private Placement | |||
Number of warrants to purchase shares issued | 75,000 | ||
Over-allotment option | |||
Private Placement | |||
Number of warrants to purchase shares issued | 8,343 | ||
Aggregate purchase price | $ 83,430 | ||
Over-allotment option | Private Placement Warrants | |||
Private Placement | |||
Number of warrants to purchase shares issued | 8,343 | ||
Price of warrants | $ 10 | ||
Aggregate purchase price | $ 83,430 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 1 Months Ended | 9 Months Ended | ||
Jun. 14, 2021 shares | Mar. 02, 2021 USD ($) D $ / shares shares | Mar. 31, 2021 USD ($) | Sep. 30, 2022 shares | |
Related Party Transaction | ||||
Aggregate purchase price | $ | $ 25,000 | |||
Shares subject to forfeiture | 83,202 | |||
Founder Shares | ||||
Related Party Transaction | ||||
Number of shares issued | 1,437,500 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Founder Shares | Over-allotment option | ||||
Related Party Transaction | ||||
Maximum number of shares of common stock subject to forfeiture | 187,500 | |||
Founder Shares Extent Period | 45 days | |||
Founder Shares | Sponsor | ||||
Related Party Transaction | ||||
Percentage of founder shares to sell | 50% | |||
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% | |||
Founder Shares | Sponsor | Over-allotment option | ||||
Related Party Transaction | ||||
Shares subject to forfeiture | 83,202 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||||
May 20, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Jun. 15, 2022 | Dec. 31, 2021 | Mar. 03, 2021 | |
Related Party Transaction | ||||||||
Repayment of promissory note - related party | $ 80,264 | |||||||
Working capital loans outstanding | $ 100,000 | $ 100,000 | ||||||
Initial Public Offering | ||||||||
Related Party Transaction | ||||||||
Share price | $ 10 | |||||||
Promissory Note with Related Party | ||||||||
Related Party Transaction | ||||||||
Maximum borrowing capacity of related party promissory note | $ 500,000 | |||||||
Repayment of promissory note - related party | $ 80,264 | |||||||
Promissory Note with Related Party | Initial Public Offering | ||||||||
Related Party Transaction | ||||||||
Share price | $ 10 | |||||||
Promissory Note with Related Party | Sponsor | ||||||||
Related Party Transaction | ||||||||
Aggregate principal amount | $ 100,000 | |||||||
Administrative Support Agreement | ||||||||
Related Party Transaction | ||||||||
Expenses per month | $ 10,000 | $ 50,000 | ||||||
Expenses incurred and paid | 30,000 | $ 30,000 | 90,000 | |||||
Related party expenses payable | 10,000 | 10,000 | ||||||
Related Party Loans | ||||||||
Related Party Transaction | ||||||||
Working capital loan | $ 1,500,000 | $ 1,500,000 | ||||||
Share price | $ 10 | $ 10 | ||||||
Working capital loans outstanding | $ 100,000 | $ 100,000 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 9 Months Ended | |||||||
Oct. 18, 2022 | Jun. 07, 2022 USD ($) $ / shares shares | Jan. 27, 2022 USD ($) $ / shares | May 20, 2021 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) item $ / shares | Jun. 14, 2022 $ / shares | Dec. 31, 2021 USD ($) | Jun. 10, 2021 USD ($) $ / shares | |
Commitments and Contingencies | |||||||||
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 | $ 1,896,018 | ||||||
Issue price, per unit | $ 10 | $ 10 | |||||||
Issuance of Representative Shares | $ | $ 25,000 | ||||||||
Extension period granted in addition to existing threshold period to complete business combination. | 3 months | 6 months | |||||||
Private Placement | |||||||||
Commitments and Contingencies | |||||||||
Issue price, per unit | $ 10 | ||||||||
Maximum period for filing registration statement with SEC after PIPE closing | 45 days | ||||||||
Over-allotment option | |||||||||
Commitments and Contingencies | |||||||||
Deferred fee per unit | $ 0.35 | ||||||||
Deferred underwriting fee payable | $ | $ 146,018 | ||||||||
Issue price, per unit | $ 10 | ||||||||
Underwriter | |||||||||
Commitments and Contingencies | |||||||||
Issue price, per unit | $ 7.78 | ||||||||
Issuance of Representative Shares (in shares) | shares | 86,250 | ||||||||
Issuance of Representative Shares | $ | $ 670,809 | ||||||||
Underwriter | Over-allotment option | |||||||||
Commitments and Contingencies | |||||||||
Deferred underwriting fee payable | $ | $ 1,896,018 | ||||||||
PIPE Subscription Agreement | Private Placement | |||||||||
Commitments and Contingencies | |||||||||
Issuance of Representative Shares | $ | $ 250,000,000 | ||||||||
Price per share | $ 10 | ||||||||
Maximum period for registration statement to become effective after SEC intimation | 5 days | ||||||||
Percentage of placement agent fee on purchase price of shares issued | 1% | ||||||||
Lock-up Agreements | |||||||||
Commitments and Contingencies | |||||||||
Lock-up period after the closing | 6 months | ||||||||
Amendment to the Merger Agreement | Etao Merger Sub Inc | ETAO International Co., LTD (Purchaser) | |||||||||
Commitments and Contingencies | |||||||||
Share Price | $ 10 | ||||||||
Consideration | $ | $ 1,000,000,000 | $ 2,500,000,000 | |||||||
Equity shares issuable | shares | 100,000,000 | ||||||||
Percentage of issued and outstanding shares acquired | 100% | ||||||||
Threshold business days to terminate merger agreement | 5 days | ||||||||
M&A Advisory Agreement | |||||||||
Commitments and Contingencies | |||||||||
Issue price, per unit | $ 10 | ||||||||
Equity Value Investment Percent | 3% |
Stockholders' Deficit - Common
Stockholders' Deficit - Common Stock Shares (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Stockholders' Deficit | ||
Common shares, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 1,633,891 | 1,633,891 |
Common shares, shares outstanding (in shares) | 1,633,891 | 1,633,891 |
Shares subject to forfeiture | 83,202 | |
Underwriter, over allotment option period | 45 days | |
Percentage of shares owned by the Sponsor | 20% | |
Redeemable common stock subject to possible redemption, shares outstanding | 5,417,193 | 5,417,193 |
Redeemable common stock subject to possible redemption, redemption price per share | $ / shares | $ 10.03 | $ 10 |
Ratio to be applied to the stock in the conversion | 0.1 | |
Rights issued | 0 | 0 |
Common stock subject to possible redemption | ||
Stockholders' Deficit | ||
Redeemable common stock subject to possible redemption, shares outstanding | 5,417,193 | 5,417,193 |
Redeemable common stock subject to possible redemption, redemption price per share | $ / shares | $ 10.03 | $ 10 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | $ 58,607 | $ 0 |
Assets: | ||
Marketable Securities held in Trust Account | 54,438,427 | 54,174,163 |
U.S. Treasury Securities | ||
Assets: | ||
Marketable Securities held in Trust Account | 54,438,427 | 54,174,163 |
Level 1 | U.S. Treasury Securities | ||
Assets: | ||
Marketable Securities held in Trust Account | $ 54,438,427 | $ 54,174,163 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Nov. 17, 2022 | Nov. 09, 2022 | Oct. 18, 2022 | Oct. 17, 2022 | Jun. 07, 2022 | Jan. 27, 2022 | May 20, 2021 | Oct. 03, 2022 | Jun. 15, 2022 | Mar. 03, 2021 |
Subsequent Event [Line Items] | ||||||||||
Extension period granted in addition to existing threshold period to complete business combination. | 3 months | 6 months | ||||||||
Payments for investment of cash in Trust Account | $ 50,000,000 | |||||||||
ETAO International Co., LTD (Purchaser) | ETAO Merger Sub Inc (Merger Sub) | Amendment to the Merger Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price | $ 10 | |||||||||
Threshold business days to terminate merger agreement | 5 days | |||||||||
Promissory Note with Related Party | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 500,000 | |||||||||
Promissory Note with Related Party | Sponsor | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Aggregate principal amount | $ 100,000 | |||||||||
Initial Public Offering | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price | $ 10 | |||||||||
Initial Public Offering | Promissory Note with Related Party | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price | $ 10 | |||||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments for investment of cash in Trust Account | $ 250,000 | $ 150,000 | ||||||||
Subsequent Event | ETAO International Co., LTD (Purchaser) | ETAO Merger Sub Inc (Merger Sub) | Amendment to the Merger Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Threshold business days to terminate merger agreement | 5 days | |||||||||
Subsequent Event | Sponsor | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 100,000 | |||||||||
Subsequent Event | Promissory Note with Related Party | Maximum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Aggregate principal amount | $ 100,000 | |||||||||
Subsequent Event | Initial Public Offering | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price | $ 10 |