Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 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 | 001-41206 | |
Entity Registrant Name | VISCOGLIOSI BROTHERS ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-4044240 | |
Entity Address, Address Line One | 505 Park Avenue | |
Entity Address, Address Line Two | 14th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 583-9700 | |
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 | 10,781,250 | |
Entity Central Index Key | 0001853920 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Transition Report | false | |
Units, each consisting of one share of common stock and one redeemable warrant to acquire one share of Common Stock | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one share of common stock and one redeemable warrant to acquire one share of Common Stock | |
Trading Symbol | VBOCU | |
Security Exchange Name | NASDAQ | |
Warrants included as part of the units | ||
Document and Entity Information | ||
Title of 12(b) Security | Warrants included as part of the units | |
Trading Symbol | VBOCW | |
Security Exchange Name | NASDAQ | |
Common Stock | ||
Document and Entity Information | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | VBOC | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 985,531 | $ 25,000 |
Prepaid expenses | 198,030 | |
Deferred offering costs | 487,805 | |
Total current assets | 1,183,561 | 512,805 |
Prepaid expenses, non-current | 38,914 | |
Marketable securities held in Trust Account | 88,470,420 | |
TOTAL ASSETS | 89,692,895 | 512,805 |
Current liabilities | ||
Accrued offering costs and expenses | 337,236 | 410,808 |
Due to related party | 85,777 | |
Income taxes payable | 50,789 | |
Total current liabilities | 388,025 | 496,585 |
Deferred underwriting discount | 3,018,750 | |
TOTAL LIABILITIES | 3,406,775 | 496,585 |
Commitments | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2022 and December 31, 2021 | ||
Additional paid-in capital | 24,784 | |
Accumulated deficit | (1,963,727) | (8,780) |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (1,963,511) | 16,220 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | 89,692,895 | 512,805 |
Common Stock Subject to Redemption | ||
Current liabilities | ||
Common stock subject to redemption, 8,625,000 and no shares at redemption value at September 30, 2022 and December 31, 2021, respectively | 88,249,631 | |
Common Stock Not Subject to Redemption | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Common stock, $0.0001 par value; 60,000,000 shares authorized; 2,156,250 shares issued and outstanding at September 30, 2022 and December 31, 2021 | $ 216 | $ 216 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 60,000,000 | 60,000,000 |
Common shares, shares issued | 2,156,250 | 2,156,250 |
Common shares, shares outstanding | 2,156,250 | 2,156,250 |
Common Stock Subject to Redemption | ||
Common stock subject to possible redemption, outstanding (in shares) | 8,625,000 | 0 |
Common Stock Not Subject to Redemption | ||
Common shares, shares issued | 2,156,250 | 2,156,250 |
Common shares, shares outstanding | 2,156,250 | 2,156,250 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Formation and operating costs | $ 280,568 | $ 1,042,751 |
Loss from operations | (280,568) | (1,042,751) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 405,270 | 495,420 |
Total other income | 405,270 | 495,420 |
Income (loss) before provision for income taxes | 124,702 | (547,331) |
Provision for income taxes | (70,789) | (70,789) |
Net income (loss) | $ 53,913 | $ (618,120) |
Common Stock Subject to Redemption | ||
Other income: | ||
Weighted average shares outstanding, basic | 8,625,000 | 8,295,496 |
Weighted average shares outstanding, diluted | 8,625,000 | 8,295,496 |
Basic net income (loss) per common share | $ 0.01 | $ (0.06) |
Diluted net income (loss) per common share | $ 0.01 | $ (0.06) |
Common Stock Not Subject to Redemption | ||
Other income: | ||
Weighted average shares outstanding, basic | 2,156,250 | 2,145,910 |
Weighted average shares outstanding, diluted | 2,156,250 | 2,145,910 |
Basic net income (loss) per common share | $ 0.01 | $ (0.06) |
Diluted net income (loss) per common share | $ 0.01 | $ (0.06) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 0 | $ 0 | $ (300) | $ (300) |
Balance at the beginning (in shares) at Dec. 31, 2020 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued to initial stockholder | $ 216 | 24,784 | 25,000 | |
Common stock issued to initial stockholder (in shares) | 2,156,250 | |||
Net income (loss) | 0 | 0 | ||
Balance at the end at Mar. 31, 2021 | $ 216 | 24,784 | (300) | 24,700 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,156,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 0 | 0 | ||
Balance at the end at Jun. 30, 2021 | $ 216 | 24,784 | (300) | 24,700 |
Balance at the end (in shares) at Jun. 30, 2021 | 2,156,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 0 | 0 | ||
Balance at the end at Sep. 30, 2021 | $ 216 | 24,784 | (300) | 24,700 |
Balance at the end (in shares) at Sep. 30, 2021 | 2,156,250 | |||
Balance at the beginning at Dec. 31, 2021 | $ 216 | 24,784 | (8,780) | 16,220 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 2,156,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Fair value of Public Warrants at issuance | 2,591,813 | 2,591,813 | ||
Sale of 5,250,000 Private Placement Warrants | 5,250,000 | 5,250,000 | ||
Sale of 450,000 Private Placement Warrants -Over-allotment | 450,000 | 450,000 | ||
Allocated value of transaction costs to warrants | (164,026) | (164,026) | ||
Funds received for purchase of additional founder shares | 1,822 | 1,822 | ||
Remeasurement adjustment for common stock to redemption amount | (8,154,393) | (1,062,196) | (9,216,589) | |
Net income (loss) | (506,782) | (506,782) | ||
Balance at the end at Mar. 31, 2022 | $ 216 | (1,577,758) | (1,577,542) | |
Balance at the end (in shares) at Mar. 31, 2022 | 2,156,250 | |||
Balance at the beginning at Dec. 31, 2021 | $ 216 | $ 24,784 | (8,780) | 16,220 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 2,156,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (618,120) | |||
Balance at the end at Sep. 30, 2022 | $ 216 | (1,963,727) | (1,963,511) | |
Balance at the end (in shares) at Sep. 30, 2022 | 2,156,250 | |||
Balance at the beginning at Mar. 31, 2022 | $ 216 | (1,577,758) | (1,577,542) | |
Balance at the beginning (in shares) at Mar. 31, 2022 | 2,156,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (165,251) | (165,251) | ||
Balance at the end at Jun. 30, 2022 | $ 216 | (1,743,009) | (1,742,793) | |
Balance at the end (in shares) at Jun. 30, 2022 | 2,156,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Remeasurement adjustment for common stock to redemption amount | (274,631) | (274,631) | ||
Net income (loss) | 53,913 | 53,913 | ||
Balance at the end at Sep. 30, 2022 | $ 216 | $ (1,963,727) | $ (1,963,511) | |
Balance at the end (in shares) at Sep. 30, 2022 | 2,156,250 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - Private Placement Warrants - shares | Mar. 31, 2022 | Jan. 14, 2022 | Jan. 11, 2022 |
Private Placement. | |||
Sale of Private Placement Warrants (in shares) | 5,250,000 | 5,250,000 | |
Over-allotment option | |||
Sale of Private Placement Warrants (in shares) | 450,000 | 450,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (618,120) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Interest earned on marketable securities held in Trust Account | $ (405,270) | (495,420) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (222,069) | ||
Due to related party | (85,777) | ||
Accrued offering costs and expenses | 399,358 | ||
Income taxes payable | 50,789 | ||
Net cash used in operating activities | (971,239) | ||
Cash Flows from Investing Activities: | |||
Investment of cash in Trust Account | (87,975,000) | ||
Net cash used in investing activities | (87,975,000) | ||
Cash Flows from Financing Activities: | |||
Proceeds from initial stockholder | $ 25,000 | ||
Proceeds from initial public offering, net of underwriters' fees | 84,525,000 | ||
Proceeds from private placement | 5,700,000 | ||
Proceeds from directors for additional founder shares | 1,822 | ||
Payments of offering costs | (320,052) | ||
Net cash provided by financing activities | 89,906,770 | 25,000 | |
Net Change in Cash | 960,531 | 25,000 | |
Cash - Beginning of period | 25,000 | ||
Cash - End of period | $ 985,531 | 985,531 | 25,000 |
Supplemental disclosure of cash flow information: | |||
Deferred underwriting commissions charged to additional paid in capital | 3,018,750 | ||
Deferred offering costs paid by advances from Sponsor | $ 42,310 | ||
Remeasurement adjustment for common stock to redemption amount | $ 1,336,827 |
ORGANIZATION, BUSINESS OPERATIO
ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY | 9 Months Ended |
Sep. 30, 2022 | |
ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY | |
ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY | NOTE 1. ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Viscogliosi Brothers Acquisition Corp. (the “Company”) a blank check company formed on November 24, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any potential Business Combination target. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from November 24, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the Initial Public Offering (“IPO”), which is described below, and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is VBOC Holdings, LLC, a Delaware limited liability company (the Sponsor”). The registration statement for the Company’s IPO was declared effective on January 6, 2022 (the “Effective Date”). On January 11, 2022, the Company consummated the Public Offering of 7,500,000 units (the “Units” and, with respect to the Common stock included in the Units being offered, the “public shares”). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and one-half Simultaneously with the closing of the IPO, the Company consummated the sale of 5,250,000 warrants, at a price of $1.00 per warrant in a private placement to (i) the Sponsor which purchased 5,062,500 warrants (the “Sponsor Warrants”) at a price of $1.00 per Sponsor Warrant, each exercisable to purchase one share of Common Stock at $11.50 per share, generating total proceeds of $5,062,500 and (ii) Raymond James & Associates, Inc., which purchased an aggregate of 187,500 warrants at a price of $1.00 per warrant, each exercisable to purchase one share of Common Stock at $11.50 per share, generating total proceeds of $187,500 (“RJ Warrants” and, together with the Sponsor Warrants, the “Private Placement Warrants”), generating gross proceeds of $5,250,000, which is discussed in Note 4. Transaction costs amounted to $5,063,802 consisting of $1,725,000 of underwriting discount, $3,018,750 of deferred underwriting discount, and $320,052 of other offering costs. The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments, if any. On January 14, 2022, the underwriters fully exercised the over-allotment option to purchase 1,125,000 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $11,250,000, and incurred $225,000 in cash underwriting fees and $393,750 in deferred underwriting fees. Following the closing of the IPO on January 11, 2022 and the underwriters’ full exercise of the over-allotment option on January 14, 2022, $87,975,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a trust account ( the “Trust Account”) until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to (A) modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) the redemption of 100% of our public shares if the Company is unable to complete the initial Business Combination within the required time frame (subject to the requirements of applicable law). On the completion of the initial Business Combination, all amounts held in the Trust Account will be released to the Company, less amounts released to a separate account controlled by the trustee for disbursal to redeeming stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The public stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially $10.20 per public share. The Company will have only 18 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. If the Company does not complete the initial 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 five business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (A) modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with a the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 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 $10.20 per 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 or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Going Concern and Liquidity As of September 30, 2022, the Company had approximately $1 million in its operating bank account and working capital of approximately $1 million. Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the founder shares (see Note 5). Subsequent to the consummation of the IPO and Private Placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the IPO and Private Placement not held in the Trust Account. 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. In order to finance transaction costs in connection with a Business Combination, the Company’s 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 (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. 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. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until July 11, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension has not been requested by the Sponsor and approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension not requested by the Sponsor, and potential 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 July 11, 2023. The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Quarterly Report on Form 10-Q. Risks and Uncertainties Management is continuing to evaluate 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 unaudited condensed financial statements. The unaudited condensed 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 unaudited financial statements and 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 unaudited condensed financial statements. The funds in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government obligations. While short- term U.S. government treasury bills currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated certificate of incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per share redemption amount that may be received by public stockholders. Inflation Reduction Act of 2022 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 of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. 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. 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. |
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 unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on April 14, 2022, as well as the Company’s Current Report on Form 8-K. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022 and December 31, 2021, the Company had $985,531 and $25,000 in cash held in its operating account, respectively, and did not have any cash equivalents. Marketable Securities Held in Trust Account At September 30, 2022, the assets held in the Trust Account were held in money market funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying unaudited condensed statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information. 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 Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2022 and December 31, 2021, the Company have not experienced losses. Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC 480. Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s condensed 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. As of September 30, 2022, the common stock reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 86,250,000 Less: Common stock issuance costs (4,899,776) Fair value of public warrants (2,591,813) Plus: Remeasurement adjustment of carrying value to redemption value 9,491,220 Common stock subject to possible redemption $ 88,249,631 Net Loss per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. 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 common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for common stock: Three Months Ended September 30, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income per common share Numerator: Allocation of net income $ 43,130 $ 10,783 $ — $ — Denominator: Basic and diluted weighted average shares outstanding 8,625,000 2,156,250 — 1,875,000 Basic and diluted income per common share $ 0.01 $ 0.01 $ — $ — Nine Months Ended September 30, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income per common share Numerator: Allocation of net loss $ (491,084) $ (127,036) $ — $ — Denominator: Basic and diluted weighted average shares outstanding 8,295,496 2,145,910 — 1,875,000 Basic and diluted loss per common share $ (0.06) $ (0.06) $ — $ — Offering Costs associated with the IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrants is expensed, and offering costs associated with common stock are charged to the stockholders’ equity. The Company incurred offering costs amounting to $5,063,802 as a result of the IPO consisting of a $1,725,000 underwriting discount, $3,018,750 of deferred underwriting discount and $320,052 of other offering costs. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. 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 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’s deferred tax asset had a full valuation allowance recorded against it. 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 56.77% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and (12.93)% and 0.00% for the nine months ended September 30, 2022 and 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 2021, primarily due to the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022. 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 Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2022 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On January 11, 2022, the Company sold 7,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Common stock and one-half Following the closing of the IPO on January 11, 2022 and the underwriters’ fully exercise of over-allotment option on January 14, 2022, $87,975,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2022 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor, purchased from the Company an aggregate of 5,062,500 Private Placement Warrants at $1.00 per Private Placement Warrant for a total purchase price of $5,062,500, each exercisable to purchase one share of common stock at an exercise price of $11.50 per whole share. Raymond James purchased an aggregate of 187,500 warrants at $1.00 per Private Placement Warrant for a total purchase price of $187,500. On January 14, 2022 following the underwriters’ fully exercise of over-allotment option the Sponsor purchased from the Company 450,000 Private Placement Warrants. Each Private Placement Warrant entitles the holder thereof to purchase one share of the Company’s Common stock at a price of $11.50 per share, subject to adjustment, and will expire worthless if the Company does not complete the initial Business Combination. The Private Placement Warrants and the warrants included in the units sold in the offering are redeemable by the Company and exercisable by the holders on the same terms. |
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 February 17, 2021, the Sponsor paid $25,000 to cover certain offering costs in consideration for 2,156,250 shares of common stock (the “founder shares”). The number of founder shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 8,625,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after the IPO. Subsequently, an aggregate of 150,000 founder shares were transferred to directors of the Company. These 150,000 shares will not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. Up to 281,250 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. On January 14, 2022, the underwriter fully exercised their over-allotment option with respect to the 1,125,000 option units resulting in no founder shares subject to forfeiture. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the reported closing price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. As of September 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding. Related Party Advances The Sponsor and other related parties have agreed to advance the Company funds to be used for a portion of the expenses of the IPO. These advances are non-interest bearing and unsecured. These advances will be repaid after the closing of the IPO out of the $1,750,000 of offering proceeds that has been allocated to the payment of offering expenses. As of September 30, 2022 and December 31, 2021, the Company had been advanced $0 and $85,777, respectively. Due from Sponsor The proceeds from the IPO that were not required to be deposited into the Trust Account and were available for working capital purposes in the amount of $1,874,782 were deposited into a bank account of the Sponsor. On January 12 and January 13, the Sponsor paid a total of $195,000 for the Company’s expenses related to the IPO. On January 18, 2022, the Sponsor transferred the $1,679,782 to the Company, net of offering costs paid by the Sponsor. As of September 30, 2022, the balance due from Sponsor is $0. Administrative support agreement Commencing on the date of the Company’s final prospectus, the Company has agreed to pay an affiliate of the Sponsor, a total of $10,000 per month for general and administrative services including office space, utilities, and secretarial support. Upon completion of the initial business combination or liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company has incurred $30,000 and $90,000 in fees for these services, $20,000 of which is included in accrued expenses in the accompanying condensed balance sheet. For the three and nine months ended September 30, 2021, the Company did not incur any fees for these services. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement signed at IPO requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to shares of Common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from January 11, 2022 to purchase up to 1,125,000 additional Units to cover any over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On January 14, 2022, the underwriter fully exercised the over-allotment option. The underwriters received an underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $1,500,000. On January 11, 2022, the Company paid a cash underwriting discount of $1,312,500 and granted the underwriters 187,500 Private Placement Warrants in lieu of $187,500 of cash. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5%, or $2,625,000 of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. On January 14, 2022, the underwriter fully exercised their over-allotment option with respect to the 1,125,000 option units. As a result, the underwriters were due an additional $225,000 underwriter discount and are entitled to an additional $393,750 in a deferred underwriting discount. In lieu of receiving $225,000 in cash for the underwriter discount, the underwriters were paid $196,875 in cash and received 28,125 Private Placement Warrants. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2022 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock — Common Stock The Company is authorized to issue 60,000,000 shares of Common stock with a par value of $0.0001 per share. Holders of the common stock are entitled to one vote for each common stock. At September 30, 2022 and December 31, 2021, there were 2,156,250 shares of common stock issued and outstanding (excluding the 8,625,000 shares of common stock subject to possible redemption). In April 2021, an aggregate of 150,000 founder shares were transferred to directors of the Company. These 150,000 shares will not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. The Company’ initial stockholders have agreed not to transfer, assign or sell any founder shares held by them until the earliest of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the reported closing price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares. Warrants As of September 30, 2022, there were 4,312,500 public warrants and 5,700,000 private warrants outstanding. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. However, the Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided, in each case, that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the reported closing price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, management will consider, among other factors, its cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrant by (y) the fair market value. The “fair market value” shall mean the average reported closing price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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: Level 2: Level 3: The following tables presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2022 Assets: Marketable securities held in Trust Account 1 $ 88,470,420 The over-allotment option was accounted for a liability in accordance with ASC-480 and is presented within liabilities on the accompanying balance sheets. The over-allotment option is measured at fair value at inception and on a recurring basis until it is exercised or expires, with changes in fair value presented in the unaudited condensed statements of operations. On January 14, 2022, the underwriters fully exercised their over-allotment option to purchase an additional 1,125,000 Units at $10.00 per Unit. The over-allotment liability was eliminated upon the full exercise of the over-allotment option. The over-allotment option liability was valued using a Modified Black Scholes Model. The following table presents the quantitative information regarding Level 3 fair value measurement inputs: January 11, 2022 Exercise Price $ 10.00 Volatility 6.70 % Term (days) 0.12 Risk Free Rate-Daily Treasury Yield Curve 0.07 % The following table presents the changes in the fair value of the Level 3 over-allotment liability: Over-allotment Option Liability Initial measurement on January 11, 2022 106,057 Elimination of over-allotment liability at January 14, 2022 (106,057) Fair value as of September 30, 2022 $ — |
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 unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
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 unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on April 14, 2022, as well as the Company’s Current Report on Form 8-K. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022 and December 31, 2021, the Company had $985,531 and $25,000 in cash held in its operating account, respectively, and did not have any cash equivalents. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2022, the assets held in the Trust Account were held in money market funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying unaudited condensed statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information. |
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 Deposit Insurance Corporation coverage limit of $250,000. At September 30, 2022 and December 31, 2021, the Company have not experienced losses. |
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 ASC 480. Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ (deficit) equity section of the Company’s condensed 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. As of September 30, 2022, the common stock reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 86,250,000 Less: Common stock issuance costs (4,899,776) Fair value of public warrants (2,591,813) Plus: Remeasurement adjustment of carrying value to redemption value 9,491,220 Common stock subject to possible redemption $ 88,249,631 |
Net Loss per Common Stock | Net Loss per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. 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 common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for common stock: Three Months Ended September 30, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income per common share Numerator: Allocation of net income $ 43,130 $ 10,783 $ — $ — Denominator: Basic and diluted weighted average shares outstanding 8,625,000 2,156,250 — 1,875,000 Basic and diluted income per common share $ 0.01 $ 0.01 $ — $ — Nine Months Ended September 30, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income per common share Numerator: Allocation of net loss $ (491,084) $ (127,036) $ — $ — Denominator: Basic and diluted weighted average shares outstanding 8,295,496 2,145,910 — 1,875,000 Basic and diluted loss per common share $ (0.06) $ (0.06) $ — $ — |
Offering Costs associated with the IPO | Offering Costs associated with the IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrants is expensed, and offering costs associated with common stock are charged to the stockholders’ equity. The Company incurred offering costs amounting to $5,063,802 as a result of the IPO consisting of a $1,725,000 underwriting discount, $3,018,750 of deferred underwriting discount and $320,052 of other offering costs. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. |
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 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’s deferred tax asset had a full valuation allowance recorded against it. 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 56.77% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and (12.93)% and 0.00% for the nine months ended September 30, 2022 and 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 2021, primarily due to the valuation allowance on the deferred tax assets. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022. 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 Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed 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 balance sheet | Gross proceeds from IPO $ 86,250,000 Less: Common stock issuance costs (4,899,776) Fair value of public warrants (2,591,813) Plus: Remeasurement adjustment of carrying value to redemption value 9,491,220 Common stock subject to possible redemption $ 88,249,631 |
Reconciliation of Net Loss per Common Share | Three Months Ended September 30, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income per common share Numerator: Allocation of net income $ 43,130 $ 10,783 $ — $ — Denominator: Basic and diluted weighted average shares outstanding 8,625,000 2,156,250 — 1,875,000 Basic and diluted income per common share $ 0.01 $ 0.01 $ — $ — Nine Months Ended September 30, 2022 2021 Non- Non- Redeemable redeemable Redeemable redeemable Basic and diluted net income per common share Numerator: Allocation of net loss $ (491,084) $ (127,036) $ — $ — Denominator: Basic and diluted weighted average shares outstanding 8,295,496 2,145,910 — 1,875,000 Basic and diluted loss per common share $ (0.06) $ (0.06) $ — $ — |
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 | Description Level September 30, 2022 Assets: Marketable securities held in Trust Account 1 $ 88,470,420 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | January 11, 2022 Exercise Price $ 10.00 Volatility 6.70 % Term (days) 0.12 Risk Free Rate-Daily Treasury Yield Curve 0.07 % |
Schedule of change in the fair value of the warrant liabilities | Over-allotment Option Liability Initial measurement on January 11, 2022 106,057 Elimination of over-allotment liability at January 14, 2022 (106,057) Fair value as of September 30, 2022 $ — |
ORGANIZATION, BUSINESS OPERAT_2
ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY (Details) | 3 Months Ended | 9 Months Ended | ||||
Jan. 14, 2022 USD ($) $ / shares shares | Jan. 11, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) item $ / shares | Mar. 31, 2022 shares | Dec. 31, 2021 USD ($) $ / shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Proceeds from initial public offering, net of underwriters' fees | $ 84,525,000 | |||||
Proceeds from private placement | 5,700,000 | |||||
Transaction Costs | $ 5,063,802 | |||||
Underwriting Discount | 1,725,000 | |||||
Deferred underwriting discount | 3,018,750 | 3,018,750 | ||||
Other Offering Costs | $ 320,052 | |||||
Cash held outside the Trust Account | 985,531 | $ 25,000 | ||||
Amount in trust anticipated share price | $ / shares | $ 10.20 | |||||
Operating bank accounts | 1,000,000 | |||||
Working Capital | $ 1,000,000 | |||||
Aggregate purchase price | $ 25,000 | |||||
Condition for future business combination number of businesses minimum | item | 1 | |||||
Investment of cash into trust account | $ 87,975,000 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Months to complete acquisition | 18 months | |||||
Investment Maturity Period | 185 days | |||||
Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share Price | $ / shares | $ 11.50 | |||||
Initial Public Offering. | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of units, net of underwriting discounts (in shares) | shares | 7,500,000 | |||||
Number of shares in a unit | shares | 1 | |||||
Common shares, par value, (per share) | $ / shares | $ 0.0001 | |||||
Purchase price, per unit | $ / shares | $ 10.20 | $ 10 | ||||
Proceeds from initial public offering, net of underwriters' fees | $ 75,000,000 | |||||
Transaction Costs | 5,063,802 | |||||
Underwriting Discount | 1,725,000 | |||||
Deferred underwriting discount | 3,018,750 | |||||
Other Offering Costs | 320,052 | |||||
Investment of cash into trust account | $ 87,975,000 | |||||
Maximum allowed dissolution expenses | $ 100,000 | |||||
Number of shares issuable per warrant | shares | 1 | |||||
Initial Public Offering. | Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of warrants in a unit | shares | 0.5 | |||||
Share Price | $ / shares | $ 11.50 | |||||
Private Placement | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | shares | 5,250,000 | 5,250,000 | ||||
Price of warrant | $ / shares | $ 1 | |||||
Share Price | $ / shares | $ 11.50 | |||||
Proceeds from private placement | $ 5,250,000 | |||||
Number of shares issuable per warrant | shares | 1 | |||||
Over-allotment Option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of units, net of underwriting discounts (in shares) | shares | 1,125,000 | 1,125,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Proceeds from initial public offering, net of underwriters' fees | $ 11,250,000 | |||||
Cash Underwriting Fees | 225,000 | |||||
Deferred Underwriting Fees | $ 393,750 | |||||
Underwriters option period | 45 days | |||||
Over-allotment Option | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | shares | 450,000 | 450,000 | ||||
Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Due to the sponsor for certain reimbursable expenses | $ 25,000 | |||||
Sponsor | Private Placement | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | shares | 5,062,500 | |||||
Price of warrant | $ / shares | $ 1 | |||||
Share Price | $ / shares | $ 11.50 | |||||
Proceeds from private placement | $ 5,062,500 | |||||
Raymond James & Associates, Inc | Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from private placement | $ 187,500 | |||||
Raymond James & Associates, Inc | Private Placement | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | shares | 187,500 | |||||
Price of warrant | $ / shares | $ 1 | |||||
Proceeds from private placement | $ 187,500 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 11, 2022 | Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | ||||||
Cash held in its operating account | $ 985,531 | $ 985,531 | $ 25,000 | |||
Cash equivalents | 0 | 0 | ||||
Unrecognized tax benefits | 0 | 0 | 0 | |||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | $ 0 | |||
Transaction Costs | $ 5,063,802 | |||||
Underwriting Discount | 1,725,000 | |||||
Deferred underwriting discount | $ 3,018,750 | $ 3,018,750 | 3,018,750 | |||
Other Offering Costs | 320,052 | |||||
Effective tax rate | 56.77% | 0% | (12.93%) | 0% | ||
Statutory tax rate (as a percent) | 21% | 21% | 21% | 21% | ||
Initial Public Offering. | ||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||
Transaction Costs | 5,063,802 | |||||
Underwriting Discount | 1,725,000 | |||||
Deferred underwriting discount | 3,018,750 | |||||
Other Offering Costs | $ 320,052 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common Stock Subject to Redemption | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 43,130 | $ (491,084) | ||
Denominator: | ||||
Weighted average shares outstanding, basic | 8,625,000 | 8,295,496 | ||
Weighted average shares outstanding, diluted | 8,625,000 | 8,295,496 | ||
Basic net income (loss) per common share | $ 0.01 | $ (0.06) | ||
Diluted net income (loss) per common share | $ 0.01 | $ (0.06) | ||
Common Stock Not Subject to Redemption | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 10,783 | $ (127,036) | ||
Denominator: | ||||
Weighted average shares outstanding, basic | 2,156,250 | 1,875,000 | 2,145,910 | 1,875,000 |
Weighted average shares outstanding, diluted | 2,156,250 | 1,875,000 | 2,145,910 | 1,875,000 |
Basic net income (loss) per common share | $ 0.01 | $ (0.06) | ||
Diluted net income (loss) per common share | $ 0.01 | $ (0.06) |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Schedule of reconciliation of common stock reflected in the balance sheet (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |||
Remeasurement adjustment of carrying value to redemption value | $ 274,631 | $ 9,216,589 | |
Common Stock Subject to Redemption | |||
SIGNIFICANT ACCOUNTING POLICIES | |||
Gross proceeds from IPO | $ 86,250,000 | ||
Common stock issuance costs | (4,899,776) | ||
Fair value of public warrants | (2,591,813) | ||
Remeasurement adjustment of carrying value to redemption value | 9,491,220 | ||
Common stock subject to possible redemption | $ 88,249,631 | $ 88,249,631 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 9 Months Ended | ||
Jan. 14, 2022 | Jan. 11, 2022 | Sep. 30, 2022 | |
INITIAL PUBLIC OFFERING | |||
Payments for investment of cash in Trust Account | $ 87,975,000 | ||
Warrants | |||
INITIAL PUBLIC OFFERING | |||
Share Price | $ 11.50 | ||
Initial Public Offering. | |||
INITIAL PUBLIC OFFERING | |||
Number of units sold | 7,500,000 | ||
Purchase price, per unit | $ 10.20 | $ 10 | |
Number of shares in a unit | 1 | ||
Number of shares issuable per warrant | 1 | ||
Payments for investment of cash in Trust Account | $ 87,975,000 | ||
Initial Public Offering. | Warrants | |||
INITIAL PUBLIC OFFERING | |||
Number of warrants in a unit | 0.5 | ||
Share Price | $ 11.50 | ||
Over-allotment option | |||
INITIAL PUBLIC OFFERING | |||
Number of units sold | 1,125,000 | 1,125,000 | |
Purchase price, per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 9 Months Ended | |||
Jan. 11, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Jan. 14, 2022 | |
PRIVATE PLACEMENT | ||||
Aggregate purchase price | $ 5,700,000 | |||
Over-allotment option | Private Placement Warrants | ||||
PRIVATE PLACEMENT | ||||
Number of warrants to purchase shares issued | 450,000 | 450,000 | ||
Private Placement. | Raymond James & Associates, Inc | ||||
PRIVATE PLACEMENT | ||||
Aggregate purchase price | $ 187,500 | |||
Private Placement. | Private Placement Warrants | ||||
PRIVATE PLACEMENT | ||||
Number of warrants to purchase shares issued | 5,250,000 | 5,250,000 | ||
Price of warrants | $ 1 | |||
Aggregate purchase price | $ 5,250,000 | |||
Number of shares per warrant | 1 | |||
Share Price | $ 11.50 | |||
Private Placement. | Private Placement Warrants | Sponsor | ||||
PRIVATE PLACEMENT | ||||
Number of warrants to purchase shares issued | 5,062,500 | |||
Price of warrants | $ 1 | |||
Aggregate purchase price | $ 5,062,500 | |||
Exercise price of warrant | $ 11.50 | |||
Share Price | $ 11.50 | |||
Private Placement. | Private Placement Warrants | Raymond James & Associates, Inc | ||||
PRIVATE PLACEMENT | ||||
Number of warrants to purchase shares issued | 187,500 | |||
Price of warrants | $ 1 | |||
Aggregate purchase price | $ 187,500 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 18, 2022 USD ($) | Jan. 14, 2022 shares | Jan. 13, 2022 USD ($) | Jan. 11, 2022 shares | Feb. 17, 2021 USD ($) shares | Apr. 30, 2021 shares | Mar. 31, 2021 USD ($) | Sep. 30, 2022 D $ / shares | |
RELATED PARTY TRANSACTIONS | ||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||
Over-allotment option | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Sale of units, net of underwriting discounts (in shares) | 1,125,000 | 1,125,000 | ||||||
Director | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Shares no longer subject to forfeiture | 150,000 | |||||||
Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Consideration received | $ | $ 1,679,782 | $ 195,000 | ||||||
Founder Shares | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Shares subject to forfeiture | 281,250 | |||||||
Shares no longer subject to forfeiture | 150,000 | |||||||
Consideration received | $ | $ 25,000 | |||||||
Consideration received, shares | 2,156,250 | |||||||
Number of shares subject to redemption | 0 | |||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||
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 | |||||||
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 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Founder Shares | Over-allotment option | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Sale of units, net of underwriting discounts (in shares) | 1,125,000 | |||||||
Founder Shares | Director | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares issued | 150,000 | 150,000 | ||||||
Founder Shares | Maximum | Over-allotment option | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Consideration received, shares | 8,625,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 18, 2022 | Jan. 13, 2022 | Jan. 11, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||||||||
Working capital loans outstanding | $ 0 | $ 0 | ||||||
Due to related party | 85,777 | |||||||
Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Gross proceeds from IPO | $ 1,874,782 | |||||||
Consideration received | $ 1,679,782 | $ 195,000 | ||||||
Balance due from Sponsor | $ 0 | 0 | ||||||
Related Party Advance with note | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Due to related party | 0 | 0 | $ 85,777 | |||||
Administrative Support Agreement | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Expenses per month | 10,000 | |||||||
Expenses incurred and paid | 30,000 | $ 0 | 90,000 | $ 0 | ||||
Accrued expenses | 20,000 | 20,000 | ||||||
Related Party Loans | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Loan conversion agreement warrant | 1,500,000 | 1,500,000 | ||||||
Maximum borrowing capacity of related party promissory note | $ 1,750,000 | $ 1,750,000 | ||||||
Related Party Loans | Working capital loans warrant | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Price of warrant | $ 1 | $ 1 |
COMMITMENTS (Details)
COMMITMENTS (Details) | 9 Months Ended | ||||
Jan. 14, 2022 USD ($) shares | Jan. 11, 2022 USD ($) shares | Sep. 30, 2022 USD ($) item | Mar. 31, 2022 shares | Dec. 31, 2021 USD ($) | |
COMMITMENTS | |||||
Maximum number of demands for registration of securities | item | 3 | ||||
Deferred underwriting discount | $ 3,018,750 | $ 3,018,750 | |||
Proceeds from issuance initial public offering | 84,525,000 | ||||
Cash | $ 985,531 | $ 25,000 | |||
Underwriting Agreement | |||||
COMMITMENTS | |||||
Percentage of Underwriting discount | 2 | 3.5 | |||
Aggregate underwriter discount | $ 1,500,000 | ||||
Proceeds from issuance initial public offering | $ 2,625,000 | ||||
Cash Underwriting Fees | 1,312,500 | ||||
Cash | $ 196,875 | $ 187,500 | |||
Private Placement Warrants | Underwriting Agreement | |||||
COMMITMENTS | |||||
Number of warrants issued | shares | 28,125 | 187,500 | |||
Over-allotment option | |||||
COMMITMENTS | |||||
Sale of units, net of underwriting discounts (in shares) | shares | 1,125,000 | 1,125,000 | |||
Proceeds from issuance initial public offering | $ 11,250,000 | ||||
Cash Underwriting Fees | 225,000 | ||||
Deferred Underwriting Fees | $ 393,750 | ||||
Underwriters option period | 45 days | ||||
Over-allotment option | Underwriting Agreement | |||||
COMMITMENTS | |||||
Sale of units, net of underwriting discounts (in shares) | shares | 1,125,000 | 1,125,000 | |||
Cash Underwriting Fees | $ 225,000 | ||||
Deferred Underwriting Fees | $ 393,750 | ||||
Underwriters option period | 45 days | ||||
Over-allotment option | Private Placement Warrants | |||||
COMMITMENTS | |||||
Number of warrants issued | shares | 450,000 | 450,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) | 1 Months Ended | 9 Months Ended | ||
Feb. 17, 2021 shares | Apr. 30, 2021 shares | Sep. 30, 2022 D Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Common Stock | ||||
Common shares, shares authorized (in shares) | 60,000,000 | 60,000,000 | ||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | |||
Common shares, shares issued (in shares) | 2,156,250 | 2,156,250 | ||
Common shares, shares outstanding (in shares) | 2,156,250 | 2,156,250 | ||
Director | ||||
Common Stock | ||||
Shares no longer subject to forfeiture | 150,000 | |||
Founder Shares | ||||
Common Stock | ||||
Shares no longer subject to forfeiture | 150,000 | |||
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 | |||
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 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||
Founder Shares | Director | ||||
Common Stock | ||||
Number of shares issued | 150,000 | 150,000 | ||
Common Stock Subject to Redemption | ||||
Common Stock | ||||
Temporary Equity, Shares Outstanding | 8,625,000 | 0 | ||
Common Stock Not Subject to Redemption | ||||
Common Stock | ||||
Common shares, shares issued (in shares) | 2,156,250 | 2,156,250 | ||
Common shares, shares outstanding (in shares) | 2,156,250 | 2,156,250 | ||
Common stock subject to redemption | ||||
Common Stock | ||||
Temporary Equity, Shares Outstanding | 8,625,000 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - Warrants (Details) | 9 Months Ended |
Sep. 30, 2022 D $ / shares shares | |
Warrants | |
Share Issuance price | $ 9.20 |
Public Warrants expiration term | 5 years |
Warrants | |
Warrants | |
Share Price | $ 11.50 |
Share Issuance price | $ 9.20 |
Threshold number of business days before sending notice of redemption to warrant holders | D | 20 |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 |
Trading period after business combination used to measure dilution of warrant | D | 15 |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115% |
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |
Warrants | |
Number of trading days on which fair market value of shares is reported | D | 10 |
Warrant redemption condition minimum share price | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Redemption period | 30 days |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180% |
Private Placement Warrants | |
Warrants | |
Warrants outstanding | shares | 5,700,000 |
Public Warrants | |
Warrants | |
Warrants outstanding | shares | 4,312,500 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Sep. 30, 2022 USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 88,470,420 |
Level 1 | Recurring | |
Assets: | |
Marketable securities held in Trust Account | $ 88,470,420 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Over-allotment option | Jan. 14, 2022 $ / shares shares | Jan. 11, 2022 $ / shares D item shares |
FAIR VALUE MEASUREMENTS | ||
Sale of units, net of underwriting discounts (in shares) | shares | 1,125,000 | 1,125,000 |
Purchase price, per unit | $ / shares | $ 10 | |
Exercise Price | Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Derivative Liability, Measurement Input | $ / shares | 10 | |
Volatility | Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Derivative Liability, Measurement Input | item | 0.0670 | |
Term (days) | Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Derivative Liability, Measurement Input | D | 0.12 | |
Risk Free Rate-Daily Treasury Yield Curve | Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Derivative Liability, Measurement Input | item | 0.0007 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 - Over-allotment option | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial measurement at the beginning of period | $ 106,057 |
Elimination of over-allotment liability at January 14, 2022 | (106,057) |
Initial measurement at the ending of period | $ 0 |