Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 15, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40796 | |
Entity Registrant Name | WINVEST ACQUISITION CORP. | |
Entity Central Index Key | 0001854463 | |
Entity Tax Identification Number | 86-2451181 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 125 Cambridgepark Drive | |
Entity Address, Address Line Two | Suite 301 | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02140 | |
City Area Code | (617) | |
Local Phone Number | 658-3094 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 14,375,000 | |
Units, each consisting of one share of Common Stock, one redeemable Warrant, and one Right [Member] | ||
Title of 12(b) Security | Units, each consisting of one share of Common Stock, one redeemable Warrant, and one right | |
Trading Symbol | WINVU | |
Security Exchange Name | NASDAQ | |
Common Stock, par value $0.0001 per share [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | WINV | |
Security Exchange Name | NASDAQ | |
Warrants to acquire one-half (1/2) of a share of Common Stock [Member] | ||
Title of 12(b) Security | Warrants to acquire one-half (1/2) of a share of Common Stock | |
Trading Symbol | WINVW | |
Security Exchange Name | NASDAQ | |
Rights to acquire one-fifteenth (1/15) of one share of Common Stock [Member] | ||
Title of 12(b) Security | Rights to acquire one-fifteenth (1/15) of one share of Common Stock | |
Trading Symbol | WINVR | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 216,246 | $ 507,906 |
Prepaid expenses | 392,275 | 393,500 |
Total current assets | 608,521 | 901,406 |
Prepaid expenses, long-term portion | 276,797 | |
Cash held in Trust Account | 116,743,063 | 116,152,616 |
Total assets | 117,351,584 | 117,330,819 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 129,002 | 94,760 |
Income tax payable | 126,606 | |
Related party payables | 77,000 | |
Total current liabilities | 332,608 | 94,760 |
Deferred underwriting commission payable | 4,025,000 | 4,025,000 |
Total liabilities | 4,357,608 | 4,119,760 |
Commitments and Contingencies (Note 5) | ||
Common stock subject to possible redemption, 11,500,000 shares at redemption value of $10.15 and $10.10 per share for September 30, 2022, and December 31, 2021, respectively | 116,692,024 | 116,150,000 |
Stockholders’ deficit: | ||
Preferred stock, par value $0.0001, 1,000,000 shares authorized; 0 issued and outstanding | ||
Common stock, par value $0.0001, 100,000,000 shares authorized; 2,875,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) | 288 | 288 |
Additional paid-in capital | ||
Accumulated deficit | (3,698,336) | (2,939,229) |
Total stockholders’ deficit | (3,698,048) | (2,938,941) |
Total liabilities and stockholders’ deficit | $ 117,351,584 | $ 117,330,819 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, shares | 11,500,000 | 11,500,000 |
Redemption price per share | $ 10.15 | $ 10.10 |
Preferred stock, par value | $ 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 stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Operating expenses | $ 252,063 | $ 66,193 | $ 66,721 | $ 782,957 |
Loss from operations | (252,063) | (66,193) | (66,721) | (782,957) |
Other income: | ||||
Interest income | 523,938 | 162 | 162 | 692,480 |
Total other Expense | 523,938 | 162 | 162 | 692,480 |
Income (loss) before income tax | 271,875 | (66,031) | (66,559) | (90,477) |
Income tax expense | (126,606) | (126,606) | ||
Net income (loss) | $ 145,269 | $ (66,031) | $ (66,559) | $ (217,083) |
Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption | 11,500,000 | 4,402,174 | 3,534,624 | 11,500,000 |
Basic and diluted net loss per share, redeemable shares subject to redemption | $ 0.02 | $ (0.01) | $ (0.02) | $ (0.01) |
Weighted-average common shares outstanding, basic and diluted, non-redeemable shares | 2,875,000 | 4,402,174 | 3,534,624 | 2,875,000 |
Basic and diluted net loss per share, non-redeemable shares | $ (0.02) | $ (0.01) | $ (0.02) | $ (0.05) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Feb. 28, 2021 | ||||
Beginning balance, shares at Feb. 28, 2021 | ||||
Issuance of common stock to founders for cash | $ 288 | 24,712 | 25,000 | |
Issuance of common stock to founders for cash, shares | 2,875,000 | |||
Net income (loss) | (337) | (337) | ||
Ending balance at Mar. 31, 2021 | $ 288 | 24,712 | (337) | 24,663 |
Ending balance, shares at Mar. 31, 2021 | 2,875,000 | |||
Beginning balance, value at Feb. 28, 2021 | ||||
Beginning balance, shares at Feb. 28, 2021 | ||||
Net income (loss) | (66,559) | |||
Ending balance at Sep. 30, 2021 | $ 288 | (2,690,816) | (2,690,528) | |
Ending balance, shares at Sep. 30, 2021 | 2,875,000 | |||
Beginning balance, value at Mar. 31, 2021 | $ 288 | 24,712 | (337) | 24,663 |
Beginning balance, shares at Mar. 31, 2021 | 2,875,000 | |||
Issuance of common stock to founders for cash | ||||
Net income (loss) | (191) | (191) | ||
Ending balance at Jun. 30, 2021 | $ 288 | 24,712 | (528) | 24,472 |
Ending balance, shares at Jun. 30, 2021 | 2,875,000 | |||
Net income (loss) | (66,031) | (66,031) | ||
Sale of 11,500,000 Units, net of underwriting discounts and offering costs | $ 1,150 | 108,049,881 | 108,051,031 | |
Sale of 11,500,000 Units, net of underwriting dscounts and offering costs, shares. | 11,500,000 | |||
Sale of 10,900,000 private placement warrants | 5,450,000 | 5,450,000 | ||
Reclassification of common stock subject to possible redemption | $ (1,150) | (108,049,881) | (108,051,031) | |
Reclassification of common stock subject to possible redemption, shares. | (11,500,000) | |||
Accretion of common stock to redemption value | (5,474,712) | (2,624,257) | (8,098,969) | |
Ending balance at Sep. 30, 2021 | $ 288 | (2,690,816) | (2,690,528) | |
Ending balance, shares at Sep. 30, 2021 | 2,875,000 | |||
Beginning balance, value at Dec. 31, 2021 | $ 288 | (2,939,229) | (2,938,941) | |
Beginning balance, shares at Dec. 31, 2021 | 2,875,000 | |||
Net income (loss) | (240,098) | (240,098) | ||
Ending balance at Mar. 31, 2022 | $ 288 | (3,179,327) | (3,179,039) | |
Ending balance, shares at Mar. 31, 2022 | 2,875,000 | |||
Beginning balance, value at Dec. 31, 2021 | $ 288 | (2,939,229) | (2,938,941) | |
Beginning balance, shares at Dec. 31, 2021 | 2,875,000 | |||
Net income (loss) | (217,083) | |||
Accretion of common stock to redemption value | (542,024) | |||
Ending balance at Sep. 30, 2022 | $ 288 | (3,698,336) | (3,698,048) | |
Ending balance, shares at Sep. 30, 2022 | 2,875,000 | |||
Beginning balance, value at Mar. 31, 2022 | $ 288 | (3,179,327) | (3,179,039) | |
Beginning balance, shares at Mar. 31, 2022 | 2,875,000 | |||
Net income (loss) | (122,254) | (122,254) | ||
Accretion of common stock to redemption value | (68,086) | (68,086) | ||
Ending balance at Jun. 30, 2022 | $ 288 | (3,369,667) | (3,369,379) | |
Ending balance, shares at Jun. 30, 2022 | 2,875,000 | |||
Net income (loss) | 145,269 | 145,269 | ||
Accretion of common stock to redemption value | (473,938) | (473,938) | ||
Ending balance at Sep. 30, 2022 | $ 288 | $ (3,698,336) | $ (3,698,048) | |
Ending balance, shares at Sep. 30, 2022 | 2,875,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) | 3 Months Ended |
Sep. 30, 2021 shares | |
Underwriting Discounts and Offerning Costs [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock transaction | 11,500,000 |
Private Placement Warrants [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock transaction | 10,900,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 7 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (66,559) | $ (217,083) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (162) | (692,480) |
Formation costs paid by third-party | 337 | |
Changes in operating assets and liabilities: | ||
Changes in prepaid expenses | (768,673) | 278,022 |
Changes in accounts payable and accrued liabilities | 37,230 | 160,848 |
Changes in related party payables | 77,000 | |
Net cash used in operating activities | (797,827) | (393,693) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Sale of Investments in Trust Account | (116,150,000) | 102,033 |
Net cash provided by (used in) investing activities | (116,150,000) | 102,033 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash proceeds from sale of Units, net of underwriting discounts paid | 112,600,000 | |
Cash proceeds from sale of private warrants | 5,450,000 | |
Cash proceeds from issuance of common stock to founders | 25,000 | |
Payment of offering costs | (523,969) | |
Net cash provided by financing activities | 117,551,031 | |
NET CHANGE IN CASH | 603,204 | (291,660) |
Cash - Beginning of period | 507,906 | |
Cash - End of period | 603,204 | 216,246 |
Non-cash investing and financing activities: | ||
Deferred offering costs | 4,025,000 | |
Common stock issued for relief of related party advances | 25,000 | |
Accretion of common stock to redemption value | $ 116,150,000 | $ 542,024 |
NATURE OF THE BUSINESS
NATURE OF THE BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF THE BUSINESS | NOTE 1 – NATURE OF THE BUSINESS WinVest Acquisition Corp. (“WinVest,” or the “Company”) was incorporated in the State of Delaware on March 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (“Initial Business Combination”) with one or more businesses or entities. The Company has selected December 31 as its fiscal year end. Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to WinVest Acquisition Corp. As of September 30, 2022, the Company had not commenced core operations. All activity for the period from March 1, 2021 (inception) through September 30, 2022 relates to the Company’s formation, raising funds through the initial public offering (“IPO”) and its search for a target company, which is described below. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement pursuant to which the Company registered its securities offered in the IPO was declared effective on September 14, 2021. On September 17, 2021, the Company consummated its IPO of 10,000,000 0.0001 11.50 10.00 100,000,000 Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company completed the private sale of 10,000,000 0.50 5,000,000 Each Private Placement Warrant entitles the holders to purchase one-half of one share of Common Stock at a price of $ 11.50 On September 23, 2021, the underwriters fully exercised the over-allotment option and purchased an additional 1,500,000 15,000,000 900,000 0.50 450,000 116,150,000 Following the closing of the IPO on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 No compensation of any kind (including finders’, consulting or other similar fees) will be paid to any of our existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after our Initial Business Combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after our Initial Business Combination. Management intends to use the excess working capital available for miscellaneous expenses such as paying fees to consultants to assist us with our search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocket expenses incurred by our insiders, officers and directors in connection with activities on our behalf as described below. The allocation of the net proceeds available to us outside of the Trust Account, along with the interest earned on the funds held in the Trust Account available to us to pay our income and other tax liabilities, represents our best estimate of the intended uses of these funds. If our assumptions prove to be inaccurate, we may reallocate some of such proceeds within the above-described categories. If our estimate of the costs of undertaking due diligence and negotiating our Initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is insufficient based on prevailing interest rates, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from our Sponsor or third parties, Our Sponsor and/or founding stockholders may, but are not obligated to, loan us funds as may be required. Such loans would be evidenced by promissory notes that would either be paid upon consummation of our Initial Business Combination, or, at such lender’s discretion. However, our Sponsor and/or founding stockholders are under no obligation to loan us any funds or invest in us. If we are unable to obtain the necessary funds, we may be forced to cease searching for a target business and liquidate without completing our Initial Business Combination. We will likely use substantially all of the net proceeds of the IPO, the Private Placement and the sale of the Additional Private Placement Warrants, including the funds held in the Trust Account, in connection with our Initial Business Combination and to pay our expenses relating thereto, including the deferred underwriting discounts and commissions payable to the underwriters in an amount equal to 3.5 We will have until December 17, 2022, 15 months from the closing of the IPO, to consummate our Initial Business Combination. However, if we anticipate that we may not be able to consummate our Initial Business Combination within 15 months, we may, by resolution of our board of directors if requested by our Sponsor, extend the period of time to consummate an Initial Business Combination up to two times, each by an additional three months (for a total of up to 21 months to complete an Initial Business Combination), subject to the deposit of additional funds into the Trust Account by our Sponsor or its affiliates or designees as set out below. Our stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of our amended and restated certificate of incorporation, in order for the time available for us to consummate our Initial Business Combination to be extended, our Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,150,000 0.10 2,300,000 100 100,000 To the extent we are unable to consummate an Initial Business Combination, we will pay the costs of liquidation from our remaining assets outside of the Trust Account. If such funds are insufficient, our Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position, results of its operations, and/or search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties Going Concern and Management Liquidity Plans As of September 30, 2022, we had $ 216,246 402,519 90,477 393,693 The accompanying unaudited condensed financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through September 30, 2022 related to the Company’s formation, the IPO, and its search for a target company. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from its IPO. The Company’s ability to commence operations is contingent upon consummating an Initial Business Combination. The Company has until December 17, 2022, 15 months from the closing of its IPO, to consummate its Initial Business Combination. The Company will not be able to consummate its Initial Business Combination by December 17, 2022. Management’s plan to address the December 17, 2022 liquidation is to seek stockholder approval for, and to file, an amendment to the Company’s amended and restated certificate of incorporation. Pursuant to a definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on November 8, 2022, the Company is proposing to amend its amended and restated certificate of incorporation to extend the date (the “Termination Date”) by which the Company has to consummate an Initial Business Combination from the original Termination Date of December 17, 2022 to January 17, 2023 (the “Charter Extension Date”) upon the deposit into the Trust Account of $ 125,000 , to be loaned to the Company by the Sponsor or one or more of its affiliates, members or third-party designees, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after the Charter Extension Date (each, an “Additional Extension”), by resolution of the Company’s board of directors, if requested by the Company’s Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2023, or a total of up to six months after December 17, 2022, unless the closing of an Initial Business Combination shall have occurred prior thereto, subject to the deposit of an additional $ 125,000 per Additional Extension into the Trust Account by the Sponsor or its affiliates, members or third-party designees. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS Basis of Presentation The accompanying unaudited condensed financial statements for the three and nine months ended September 30, 2022, and the three months ended September 30, 2021, and the period from March 1, 2021 (inception) through September 30, 2021, have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC, and are presented on the same basis as the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”), filed with the SEC on April 15, 2022. In the opinion of management, these unaudited condensed financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented, and the adjustments are of a normal and recurring nature. The financial results for any interim period are not necessarily indicative of the results for the full year. The balance sheet information as of December 31, 2021, was derived from the audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. The unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 financial statements in conformity with U.S. 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. The Company did not have any cash equivalents as of September 30, 2022 or December 31, 2021. Marketable Securities Held in Trust Account Following the closing of the IPO on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 The Company classifies its Marketable Securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit. Public and Private Warrants The Company accounts for its Public Warrants and Private Placement Warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, were identical to the warrants underlying the Units offered in the IPO. Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an Initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the IPO and the private placement to purchase shares of common stock, since the exercise of the Rights are contingent upon the occurrence of future events. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. For those tax positions deemed to be uncertain, the Company recognizes accrued interest and penalties related to the associated 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant other Significant unobservable inputs Assets: Marketable securities held in Trust Account as of September 30, 2022 $ 116,743,063 $ 116,743,063 $ - $ - Marketable securities held in Trust Account as of December 31, 2021 $ 116,152,616 $ 116,152,616 $ - $ - Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the Net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 80% for the redeemable public shares and 20% for the non-redeemable shares, reflective of the respective participation rights, for the three and nine months ended September 30, 2022. The income (loss) per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ending September 30, 2022 For the Nine Months Ending September 30, 2022 Basic and diluted net loss per share: Numerator: Net income (loss) applicable to Common Shares Subject to Redemption Including Accretion of Temporary Equity $ 145,269 $ (217,083 ) Denominator: Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption 11,500,000 11,500,000 Basic and diluted net loss per share, redeemable shares subject to redemption $ 0.02 $ (0.01 ) Numerator: Net loss applicable to Non-redeemable Common Shares Including Accretion of Temporary Equity $ (65,734 ) $ (151,821 ) Denominator: Weighted-average common shares outstanding, basic and diluted, non-redeemable shares 2,875,000 2,875,000 Basic and diluted net loss per share, non-redeemable shares $ (0.02 ) $ (0.05 ) For the Three Months Ending September 30, 2021 From the Period of Basic and diluted net loss per share: Numerator: Net loss $ (66,031 ) $ (66,559 ) Denominator: Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption 4,402,174 3,534,624 Basic and diluted net loss per share, redeemable shares subject to redemption $ (0.01 ) $ (0.02 ) Weighted-average common shares outstanding, basic and diluted, non-redeemable shares 4,402,174 3,534,624 Basic and diluted net loss per share, non-redeemable shares $ (0.01 ) $ (0.02 ) The Company has not considered the effect of warrants and Rights sold in the IPO and the private placement to purchase 11,966,667 Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. On August 5, 2020, the FASB issued Accounting Standards Update (ASU) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40 The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s 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 Pursuant to the IPO, on September 17, 2021, the Company sold 10,000,000 10.00 100,000,000 11,500,000 115,000,000 Each Unit consists of one share of common stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of common stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of common stock at a price of $ 11.50 As of December 31, 2021, the Company incurred offering costs of $ 2,923,969 2,400,000 523,969 4,025,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS Sponsor Shares On March 16, 2021, the Company’s Sponsor purchased 2,875,000 25,000 Prior to the effective date of the registration statement in connection with our IPO, the Company entered into agreements with its directors in connection with their board service and certain members of its advisory board in connection with their advisory board service for its Sponsor to transfer an aggregate of 277,576 60,000 337,576 34 Private Placement Warrants The Company’s Sponsor purchased from us an aggregate of 10,900,000 0.50 5,450,000 3,450,000 10.10 Promissory Note – Related Party On March 16, 2021, the Company issued an unsecured promissory note to the Sponsor, which was amended on March 27, 2022 (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 0.50 11.50 Administrative Support Agreement The Company entered into an agreement to pay the Sponsor a monthly fee of $ 10,000 30,000 90,000 77,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination. On July 19, 2022, the Company entered into finder’s agreements with two separate service providers to help identify targets for an Initial Business Combination. In connection with each agreement, the Company will be required to pay a finder’s fee, contingent on the consummation of an Initial Business Combination with a target that is introduced by the respective service provider. The finder’s fees for the two agreements are 1.0 1.5 |
COMMON STOCK SUBJECT TO POSSIBL
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock Subject To Possible Redemption | |
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 6 – COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The following is a reconciliation of the Company’s common stock subject to possible redemption as of September 30, 2022 and December 31, 2021. SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Subject to Possible Redemption Gross proceeds from IPO $ 115,000,000 Less: Offering costs allocated to common stock subject to possible redemption (6,498,541 ) Proceeds allocated to public warrants (2,357,500 ) Plus: Deposit to Trust Account from private placement 1,150,000 Accretion on common stock subject to possible redemption 8,856,041 Balance, December 31, 2021 116,150,000 Accretion on common stock subject to possible redemption 542,024 Balance, September 30, 2022 $ 116,692,024 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7 – STOCKHOLDERS’ DEFICIT Preferred and Common Stock The Company’s amended and restated certificate of incorporation authorizes the issuance of 100,000,000 0.0001 1,000,000 0.0001 In March 2021, the Company issued 2,875,000 0.01 25,000 no Public Warrants Each redeemable warrant entitles the registered holder to purchase one half of one share of common stock at a price of $ 11.50 The Company may call the outstanding warrants for redemption (excluding the Private Placement Warrants and warrants underlying the units that may be issued upon conversion of working capital loans), in whole and not in part, at a price of $ 0.01 ● at any time while the warrants are exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 16.50 ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, management of the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” 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 $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding 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 $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the IPO. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES The Company accounts for income taxes under ASC 740 – Income Taxes (“ASC 740”), which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The Company had no zero. 46.6% 139.9% The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required as it is more likely than not that all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. The Company is subject to franchise tax filing requirements in the State of Delaware. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Management 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, other than the following, management did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On November 8, 2022, the Company filed a definitive proxy statement with the SEC to amend to amend its amended and restated certificate of incorporation to extend the Termination Date from the original Termination Date of December 17, 2022 to the Charter Extension Date upon the deposit into the Trust Account of $ 125,000 , to be loaned to the Company by the Sponsor or one or more of its affiliates, members or third-party designees, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to for up to five Additional Extensions, by resolution of the Company’s board of directors, if requested by the Company’s Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2023, or a total of up to six months after the December 17, 2022, unless the closing of an Initial Business Combination shall have occurred prior thereto, subject to the deposit of an additional $ 125,000 per Additional Extension into the Trust Account by the Sponsor or its affiliates, members or third-party designees. If the proposal to extend the Termination Date is approved and effective, the Company’s stockholders may elect to redeem their shares of Public Stock. An electing stockholder will be entitled to receive a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then-outstanding shares of Public Stock. This redemption right will apply to each holder of Public Stock regardless of whether and how such holder votes on the proposal. The removal from the Trust Account of such amounts would reduce the amount remaining in the Trust Account and increase the percentage interest of the Company held by the Sponsor. The Company’s amended and restated certificate of incorporation provides that it cannot redeem or repurchase Public Stock to the extent such redemption would result in the Company’s failure to have at least $5,000,001 of net tangible assets |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements for the three and nine months ended September 30, 2022, and the three months ended September 30, 2021, and the period from March 1, 2021 (inception) through September 30, 2021, have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC, and are presented on the same basis as the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”), filed with the SEC on April 15, 2022. In the opinion of management, these unaudited condensed financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented, and the adjustments are of a normal and recurring nature. The financial results for any interim period are not necessarily indicative of the results for the full year. The balance sheet information as of December 31, 2021, was derived from the audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. The unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report |
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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 financial statements in conformity with U.S. 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. The Company did not have any cash equivalents as of September 30, 2022 or December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account Following the closing of the IPO on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 The Company classifies its Marketable Securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit. |
Public and Private Warrants | Public and Private Warrants The Company accounts for its Public Warrants and Private Placement Warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, were identical to the warrants underlying the Units offered in the IPO. |
Rights | Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an Initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the IPO and the private placement to purchase shares of common stock, since the exercise of the Rights are contingent upon the occurrence of future events. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. For those tax positions deemed to be uncertain, the Company recognizes accrued interest and penalties related to the associated 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. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant other Significant unobservable inputs Assets: Marketable securities held in Trust Account as of September 30, 2022 $ 116,743,063 $ 116,743,063 $ - $ - Marketable securities held in Trust Account as of December 31, 2021 $ 116,152,616 $ 116,152,616 $ - $ - |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the Net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 80% for the redeemable public shares and 20% for the non-redeemable shares, reflective of the respective participation rights, for the three and nine months ended September 30, 2022. The income (loss) per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ending September 30, 2022 For the Nine Months Ending September 30, 2022 Basic and diluted net loss per share: Numerator: Net income (loss) applicable to Common Shares Subject to Redemption Including Accretion of Temporary Equity $ 145,269 $ (217,083 ) Denominator: Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption 11,500,000 11,500,000 Basic and diluted net loss per share, redeemable shares subject to redemption $ 0.02 $ (0.01 ) Numerator: Net loss applicable to Non-redeemable Common Shares Including Accretion of Temporary Equity $ (65,734 ) $ (151,821 ) Denominator: Weighted-average common shares outstanding, basic and diluted, non-redeemable shares 2,875,000 2,875,000 Basic and diluted net loss per share, non-redeemable shares $ (0.02 ) $ (0.05 ) For the Three Months Ending September 30, 2021 From the Period of Basic and diluted net loss per share: Numerator: Net loss $ (66,031 ) $ (66,559 ) Denominator: Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption 4,402,174 3,534,624 Basic and diluted net loss per share, redeemable shares subject to redemption $ (0.01 ) $ (0.02 ) Weighted-average common shares outstanding, basic and diluted, non-redeemable shares 4,402,174 3,534,624 Basic and diluted net loss per share, non-redeemable shares $ (0.01 ) $ (0.02 ) The Company has not considered the effect of warrants and Rights sold in the IPO and the private placement to purchase 11,966,667 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. On August 5, 2020, the FASB issued Accounting Standards Update (ASU) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40 The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant other Significant unobservable inputs Assets: Marketable securities held in Trust Account as of September 30, 2022 $ 116,743,063 $ 116,743,063 $ - $ - Marketable securities held in Trust Account as of December 31, 2021 $ 116,152,616 $ 116,152,616 $ - $ - |
SCHEDULE OF EARNINGS PER SHARE | The income (loss) per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ending September 30, 2022 For the Nine Months Ending September 30, 2022 Basic and diluted net loss per share: Numerator: Net income (loss) applicable to Common Shares Subject to Redemption Including Accretion of Temporary Equity $ 145,269 $ (217,083 ) Denominator: Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption 11,500,000 11,500,000 Basic and diluted net loss per share, redeemable shares subject to redemption $ 0.02 $ (0.01 ) Numerator: Net loss applicable to Non-redeemable Common Shares Including Accretion of Temporary Equity $ (65,734 ) $ (151,821 ) Denominator: Weighted-average common shares outstanding, basic and diluted, non-redeemable shares 2,875,000 2,875,000 Basic and diluted net loss per share, non-redeemable shares $ (0.02 ) $ (0.05 ) For the Three Months Ending September 30, 2021 From the Period of Basic and diluted net loss per share: Numerator: Net loss $ (66,031 ) $ (66,559 ) Denominator: Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption 4,402,174 3,534,624 Basic and diluted net loss per share, redeemable shares subject to redemption $ (0.01 ) $ (0.02 ) Weighted-average common shares outstanding, basic and diluted, non-redeemable shares 4,402,174 3,534,624 Basic and diluted net loss per share, non-redeemable shares $ (0.01 ) $ (0.02 ) |
COMMON STOCK SUBJECT TO POSSI_2
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock Subject To Possible Redemption | |
SCHEDULE OF COMMON STOCK REDEMPTION | The following is a reconciliation of the Company’s common stock subject to possible redemption as of September 30, 2022 and December 31, 2021. SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Subject to Possible Redemption Gross proceeds from IPO $ 115,000,000 Less: Offering costs allocated to common stock subject to possible redemption (6,498,541 ) Proceeds allocated to public warrants (2,357,500 ) Plus: Deposit to Trust Account from private placement 1,150,000 Accretion on common stock subject to possible redemption 8,856,041 Balance, December 31, 2021 116,150,000 Accretion on common stock subject to possible redemption 542,024 Balance, September 30, 2022 $ 116,692,024 |
NATURE OF THE BUSINESS (Details
NATURE OF THE BUSINESS (Details Narrative) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||||||
Sep. 27, 2021 | Sep. 23, 2021 | Sep. 17, 2021 | Mar. 16, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Nov. 08, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of consummated shares of initial public offering | 10,000,000 | |||||||||
Common stock shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Exercise price | 11.50 | $ 11.50 | ||||||||
Sale of stock price per share | $ 10 | |||||||||
Gross proceeds | $ 100,000,000 | $ 25,000 | ||||||||
Proceeds from issuance initial public offering | $ 116,150,000 | 112,600,000 | ||||||||
Percentage of deferred underwriting discounts and commissions payable to underwriters | 3.50% | |||||||||
Interest to pay | $ 100,000 | |||||||||
Cash | $ 216,246 | 216,246 | $ 507,906 | |||||||
Working capital | 402,519 | 402,519 | ||||||||
Net loss | $ (271,875) | $ 66,031 | 66,559 | 90,477 | ||||||
Net cash provided by used in operating activities | $ 797,827 | 393,693 | ||||||||
Subsequent Event [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Deposits | $ 125,000 | |||||||||
WinVest SPAC LLC [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Cash in trust account | $ 1,150,000 | |||||||||
Shares issued price per share | $ 0.10 | $ 0.10 | ||||||||
Payments for Deposits | $ 2,300,000 | |||||||||
Outstanding public shares redeemed percentage | 100% | 100% | ||||||||
Private Placement Warrants [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Exercise price | $ 11.50 | 0.50 | ||||||||
Sale of stock price per share | $ 0.50 | $ 10.10 | ||||||||
Sale of stock number of shares issued in transaction | 10,000,000 | 10,900,000 | ||||||||
Proceeds from issuance of private placement | $ 5,000,000 | |||||||||
Cash in trust account | $ 3,450,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of stock number of shares issued in transaction | 11,500,000 | |||||||||
Stock issued during period shares stock options exercised | 1,500,000 | |||||||||
Proceeds from stock options exercised | $ 15,000,000 | |||||||||
Additional Private Placement Warrants [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of stock price per share | $ 0.50 | |||||||||
Sale of stock number of shares issued in transaction | 900,000 | |||||||||
Proceeds from issuance of private placement | $ 450,000 | |||||||||
Proceeds from issuance initial public offering | $ 116,150,000 | |||||||||
Initial Public Offering [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Proceeds from issuance initial public offering | $ 116,150,000 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities held in Trust Account | $ 116,743,063 | $ 116,152,616 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities held in Trust Account | 116,743,063 | 116,152,616 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities held in Trust Account | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities held in Trust Account |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Basic and diluted net loss per share: | ||||||||
Net income (loss) applicable to Common Shares Subject to Redemption Including Accretion of Temporary Equity | $ 145,269 | $ (217,083) | ||||||
Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption | 11,500,000 | 4,402,174 | 3,534,624 | 11,500,000 | ||||
Basic and diluted net loss per share, redeemable shares subject to redemption | $ 0.02 | $ (0.01) | $ (0.02) | $ (0.01) | ||||
Net loss applicable to Non-redeemable Common Shares Including Accretion of Temporary Equity | $ (65,734) | $ (151,821) | ||||||
Weighted-average common shares outstanding, basic and diluted, non-redeemable shares | 2,875,000 | 4,402,174 | 3,534,624 | 2,875,000 | ||||
Basic and diluted net loss per share, non-redeemable shares | $ (0.02) | $ (0.01) | $ (0.02) | $ (0.05) | ||||
Net loss | $ (337) | $ 145,269 | $ (122,254) | $ (240,098) | $ (66,031) | $ (191) | $ (66,559) | $ (217,083) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details Narrative) - USD ($) | 7 Months Ended | 9 Months Ended | |
Sep. 17, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | |||
Proceeds from initial public offering | $ 116,150,000 | $ 112,600,000 | |
Cash FDIC insured amount | $ 250,000 | ||
Shares purchased | 11,966,667 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 10 Months Ended | ||||
Sep. 23, 2021 | Sep. 17, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Mar. 16, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock price per share | $ 10 | ||||
Warrant price per shares | $ 11.50 | $ 11.50 | |||
Deferred offering costs | $ 2,923,969 | ||||
Underwriting expense | 2,400,000 | ||||
Deferred underwriting commissions | $ 4,025,000 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock number of shares issued in transaction | 10,000,000 | ||||
Sale of stock price per share | $ 10 | ||||
Sale of stock consideration received on transaction | $ 100,000,000 | ||||
Sale of stock, description of transaction | Each Unit consists of one share of common stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of common stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of common stock at a price of $11.50 per full share, subject to adjustment | ||||
Deferred offering costs | $ 523,969 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock number of shares issued in transaction | 11,500,000 | ||||
Increase of sale of stock consideration received on transaction | $ 115,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||
Sep. 17, 2021 | Mar. 16, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Stock issued during period, shares | 10,000,000 | ||||||
Stock issued during period, value | $ 25,000 | ||||||
Exercise price | $ 11.50 | $ 11.50 | |||||
Issuance of warrants, value | $ 5,450,000 | ||||||
Sale of stock price per share | 10 | ||||||
Debt principle amount | $ 300,000 | ||||||
Common stock, convertible, conversion price | $ 0.50 | ||||||
Professional fees | 10,000 | ||||||
Recognized expenses | $ 30,000 | 90,000 | |||||
Related party payables | $ 77,000 | $ 77,000 | |||||
Private Placement Warrants [Member] | |||||||
Warrants purchase of common stock, shares | 10,900,000 | ||||||
Exercise price | 11.50 | $ 0.50 | |||||
Issuance of warrants, value | $ 5,450,000 | ||||||
Amount deposit in trust account | $ 3,450,000 | ||||||
Sale of stock price per share | $ 0.50 | $ 10.10 | |||||
Director [Member] | |||||||
Stock issued during period, shares issued for services | 277,576 | ||||||
Certain Members [Member] | |||||||
Stock issued during period, shares issued for services | 60,000 | ||||||
Directors and Certain Members [Member] | |||||||
Capital contribution for transfer of founder shares to directors and advisors, shares | 337,576 | ||||||
Fair value of shares issued | $ 34 | ||||||
WinVest SPAC LLC [Member] | |||||||
Stock issued during period, shares | 2,875,000 | ||||||
Stock issued during period, value | $ 25,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Finders Agreements [Member] | Jul. 19, 2022 |
One Service Providers [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Finders fee percentage | 1% |
Two Service Providers [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Finders fee percentage | 1.50% |
SCHEDULE OF COMMON STOCK REDEMP
SCHEDULE OF COMMON STOCK REDEMPTION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock Subject To Possible Redemption | |||||
Gross proceeds from IPO | $ 115,000,000 | ||||
Offering costs allocated to common stock subject to possible redemption | (6,498,541) | ||||
Proceeds allocated to public warrants | (2,357,500) | ||||
Deposit to Trust Account from private placement | 1,150,000 | ||||
Accretion on common stock subject to possible redemption | $ 473,938 | $ 68,086 | $ 8,098,969 | $ 542,024 | 8,856,041 |
Balance, December 31, 2021 | 116,150,000 | ||||
Balance, September 30, 2022 | $ 116,692,024 | $ 116,692,024 | $ 116,150,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 17, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 16, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value | $ 0.0001 | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Stock issued during period, shares | 10,000,000 | |||||
Stock issued during period, value | $ 25,000 | |||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Warrant price | $ 11.50 | $ 11.50 | ||||
Public Warrants [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares price | $ 11.50 | |||||
Founder Shares [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued during period, shares | 2,875,000 | |||||
Shares issued price per share | $ 0.01 | |||||
Stock issued during period, value | $ 25,000 | |||||
Warrant [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares price | 16.50 | |||||
Warrant price | $ 0.01 | |||||
Description on sale of stock | 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 $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding 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 $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value. |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax assets | $ 0 | $ 0 | $ 0 |
Effective income tax rate | 46.60% | 139.90% | 0% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Nov. 08, 2022 USD ($) |
Subsequent Event [Line Items] | |
Deposits | $ 125,000 |
Redeem or repurchase public stock, description | The Company’s amended and restated certificate of incorporation provides that it cannot redeem or repurchase Public Stock to the extent such redemption would result in the Company’s failure to have at least $5,000,001 of net tangible assets |