Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | ABRI SPAC I, INC. |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001854583 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Incorporation, State or Country Code | DE |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 156,755 | $ 154,942 |
Prepaid expenses and other current assets | 286,912 | 321,590 |
Total current assets | 443,667 | 476,532 |
Marketable securities held in Trust Account | 57,383,990 | 57,340,207 |
Total assets | 57,827,657 | 57,816,739 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,716,790 | 687,531 |
Total current liabilities | 1,716,790 | 687,531 |
Convertible promissory notes, related party | 800,000 | |
Warrant liability | 61,865 | 170,867 |
Deferred underwriting commissions | 1,500,000 | 1,500,000 |
Total liabilities | 4,078,655 | 2,358,398 |
Common stock subject to possible redemption, par value $0.0001, 100,000,000 shares authorized; 5,733,920 shares outstanding | 54,618,164 | 52,323,289 |
Stockholders’ equity: | ||
Preferred stock, par value $0.0001, 1,000,000 shares authorized, none issued and outstanding | ||
Common stock, par value $0.0001, 100,000,000 shares authorized; 1,728,078 shares issued and outstanding | 173 | 173 |
Additional paid-in capital | 2,049,589 | 4,262,491 |
Accumulated deficit | (2,918,924) | (1,127,612) |
Total stockholders’ equity (deficit) | (869,162) | 3,135,052 |
Total liabilities, redeemable common stock and stockholders’ equity (deficit) | $ 57,827,657 | 57,816,739 |
As Previously Reported [Member] | ||
Current assets: | ||
Cash | 154,942 | |
Prepaid expenses and other current assets | 321,590 | |
Total current assets | 476,532 | |
Marketable securities held in Trust Account | 57,340,207 | |
Total assets | 57,816,739 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 687,531 | |
Warrant liability | 170,867 | |
Total current liabilities | 858,398 | |
Deferred underwriting commissions | 1,500,000 | |
Total liabilities | 2,358,398 | |
Common stock subject to possible redemption, par value $0.0001, 100,000,000 shares authorized; 5,733,920 shares outstanding | 52,323,289 | |
Stockholders’ equity: | ||
Preferred stock, par value $0.0001, 1,000,000 shares authorized, none issued and outstanding | ||
Common stock, par value $0.0001, 100,000,000 shares authorized; 1,728,078 shares issued and outstanding | 173 | |
Additional paid-in capital | 4,262,491 | |
Accumulated deficit | (1,127,612) | |
Total stockholders’ equity (deficit) | 3,135,052 | |
Total liabilities, redeemable common stock and stockholders’ equity (deficit) | $ 57,816,739 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares authorized | 100,000,000 | 100,000,000 |
Common stock subject to possible redemption, share outstanding | 5,733,920 | 5,733,920 |
Preferred stock, par value (in Dollars 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 stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,728,078 | 1,728,078 |
Common stock, shares outstanding | 1,728,078 | 1,728,078 |
As Previously Reported [Member] | ||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | |
Common stock subject to possible redemption, shares authorized | 100,000,000 | |
Common stock subject to possible redemption, share outstanding | 5,733,920 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 1,728,078 | |
Common stock, shares outstanding | 1,728,078 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Total operating expenses | $ 504,605 | $ 30,939 | $ 31,434 | $ 1,900,314 | $ 1,134,803 |
Loss from operations | (504,605) | (30,939) | (31,434) | (1,900,314) | (1,134,803) |
Other income: | |||||
Interest income | 76,629 | 81,973 | 1,299 | ||
Change in fair value of warrant liability | 41,244 | 109,002 | 5,892 | ||
Total other income | 117,873 | 190,975 | 7,191 | ||
Loss before income taxes | (386,732) | (30,939) | (31,434) | (1,709,339) | (1,127,612) |
Benefit from (provision for) income taxes | |||||
Net loss | (386,732) | (30,939) | (31,434) | (1,709,339) | $ (1,127,612) |
Operating expenses: | |||||
Professional fees | 307,154 | 30,000 | 30,495 | 1,401,354 | |
Selling, general and administrative | $ 197,451 | $ 939 | $ 939 | $ 498,960 | |
Redeemable Shares | |||||
Other income: | |||||
Weighted-average common shares outstanding, basic and diluted (in Shares) | 5,733,920 | 5,733,920 | 2,789,393 | ||
Basic and diluted net income (Loss) per share (in Dollars per share) | $ 0 | $ (0.14) | $ (0.05) | ||
Non-redeemable Shares | |||||
Other income: | |||||
Weighted-average common shares outstanding, basic and diluted (in Shares) | 1,728,078 | 1,247,940 | 1,091,947 | 1,728,078 | 1,447,964 |
Basic and diluted net income (Loss) per share (in Dollars per share) | $ (0.21) | $ (0.02) | $ (0.03) | $ (0.54) | $ (0.68) |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Redeemable Shares | |||||
Weighted-average common shares outstanding, basic and diluted | 5,733,920 | 5,733,920 | 2,789,393 | ||
Basic and diluted net income per share | $ 0 | $ (0.14) | $ (0.05) | ||
Non-redeemable Shares | |||||
Weighted-average common shares outstanding, basic and diluted | 1,728,078 | 1,247,940 | 1,091,947 | 1,728,078 | 1,447,964 |
Basic and diluted net income per share | $ (0.21) | $ (0.02) | $ (0.03) | $ (0.54) | $ (0.68) |
Statements of Changes in Common
Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders' Deficit (Unaudited) - USD ($) | Common Stock Subject to Possible Redemption | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Mar. 17, 2021 | |||||
Balance (in Shares) at Mar. 17, 2021 | |||||
Net loss | (495) | (495) | |||
Balance at Mar. 31, 2021 | (495) | (495) | |||
Balance (in Shares) at Mar. 31, 2021 | |||||
Balance at Mar. 17, 2021 | |||||
Balance (in Shares) at Mar. 17, 2021 | |||||
Net loss | (31,434) | ||||
Balance at Jun. 30, 2021 | $ 144 | 24,856 | (31,434) | (6,434) | |
Balance (in Shares) at Jun. 30, 2021 | 1,437,500 | ||||
Balance at Mar. 17, 2021 | |||||
Balance (in Shares) at Mar. 17, 2021 | |||||
Issuance of common stock to founders for cash | $ 144 | 24,856 | 25,000 | ||
Issuance of common stock to founders for cash (in Shares) | 1,437,500 | ||||
Sale of 5,733,920 Units, net of underwriting discounts and offering costs | $ 50,589,849 | ||||
Sale of 5,733,920 Units, net of underwriting discounts and offering cost (in Shares) | 5,733,920 | ||||
Sale of 294,598 Private Units | $ 29 | 2,945,951 | 2,945,980 | ||
Sale of 294,598 Private Units (in Shares) | 294,598 | ||||
Private Warrant liability | (176,759) | (176,759) | |||
Public Warrant allocation | 3,201,884 | 3,201,884 | |||
Accretion of common stock to redemption value | $ 1,733,440 | (1,733,440) | (1,733,440) | ||
Forfeiture of founder’s shares (in Shares) | (4,020) | ||||
Net loss | (1,127,612) | (1,127,612) | |||
Balance at Dec. 31, 2021 | $ 52,323,289 | $ 173 | 4,262,491 | (1,127,612) | 3,135,052 |
Balance (in Shares) at Dec. 31, 2021 | 5,733,920 | 1,728,078 | |||
Balance at Mar. 31, 2021 | (495) | (495) | |||
Balance (in Shares) at Mar. 31, 2021 | |||||
Issuance of common stock to founders for cash | $ 144 | 24,856 | 25,000 | ||
Issuance of common stock to founders for cash (in Shares) | 1,437,500 | ||||
Net loss | (30,939) | (30,939) | |||
Balance at Jun. 30, 2021 | $ 144 | 24,856 | (31,434) | (6,434) | |
Balance (in Shares) at Jun. 30, 2021 | 1,437,500 | ||||
Balance at Dec. 31, 2021 | $ 52,323,289 | $ 173 | 4,262,491 | (1,127,612) | 3,135,052 |
Balance (in Shares) at Dec. 31, 2021 | 5,733,920 | 1,728,078 | |||
Accretion of common stock to redemption value | $ 1,099,501 | (1,094,157) | (5,344) | (1,099,501) | |
Net loss | (1,322,607) | (1,322,607) | |||
Balance at Mar. 31, 2022 | $ 53,422,790 | $ 173 | 3,168,334 | (2,455,563) | 712,944 |
Balance (in Shares) at Mar. 31, 2022 | 5,733,920 | 1,728,078 | |||
Balance at Dec. 31, 2021 | $ 52,323,289 | $ 173 | 4,262,491 | (1,127,612) | 3,135,052 |
Balance (in Shares) at Dec. 31, 2021 | 5,733,920 | 1,728,078 | |||
Net loss | (1,709,339) | ||||
Balance at Jun. 30, 2022 | $ 54,618,164 | $ 173 | 2,049,589 | (2,918,924) | (869,162) |
Balance (in Shares) at Jun. 30, 2022 | 5,733,920 | 1,728,078 | |||
Balance at Mar. 31, 2022 | $ 53,422,790 | $ 173 | 3,168,334 | (2,455,563) | 712,944 |
Balance (in Shares) at Mar. 31, 2022 | 5,733,920 | 1,728,078 | |||
Accretion of common stock to redemption value | $ 1,195,374 | (1,118,745) | (76,629) | (1,195,374) | |
Net loss | (386,732) | (386,732) | |||
Balance at Jun. 30, 2022 | $ 54,618,164 | $ 173 | $ 2,049,589 | $ (2,918,924) | $ (869,162) |
Balance (in Shares) at Jun. 30, 2022 | 5,733,920 | 1,728,078 |
Statements of Changes in Comm_2
Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders' Deficit (Unaudited) (Parentheticals) | 9 Months Ended |
Dec. 31, 2021 shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units, net of underwriting discounts and offering costs | 5,733,920 |
Sale of private units | 294,598 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (31,434) | $ (1,709,339) | $ (1,127,612) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of warrant liability | (109,002) | (5,892) | |
Interest earned on marketable securities held in Trust Account | (81,973) | (1,299) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 72,868 | (321,590) | |
Accounts payable and accrued expenses | (32,301) | 1,029,259 | 687,531 |
Deferred offering costs | (119,184) | ||
Net cash used in operating activities | (182,919) | (798,187) | (768,862) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Investment of cash in Trust Account | (57,338,908) | ||
Net cash used in investing activities | (57,338,908) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from notes payable – related party | 300,000 | 800,000 | 300,000 |
Repayments of notes payable – related party | (300,000) | ||
Issuance of common stock to founders for cash | 25,000 | ||
Cash proceeds from sale of Units, net of underwriting discounts paid | 55,905,720 | ||
Cash proceeds from sale of Private Units | 2,945,980 | ||
Cash proceeds from issuance of underwriter’s unit purchase option | 100 | ||
Payment of offering costs | (614,088) | ||
Net cash provided by financing activities | 300,000 | 800,000 | 58,262,712 |
NET CHANGE IN CASH | 117,081 | 1,813 | 154,942 |
Cash – Beginning of period | 154,942 | ||
Cash – End of period | 117,081 | 156,755 | 154,942 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Issuance of founder shares for related party payables | 25,000 | 25,000 | |
Accretion of common stock to redemption value | 2,294,875 | ||
Accrued offering costs | $ 79,106 | ||
Issuance of underwriter’s unit purchase option | 360,000 | ||
Deferred underwriting fee payable | 1,500,000 | ||
Common stock subject to redemption | $ 52,323,289 |
Nature of the Organization and
Nature of the Organization and Business | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
NATURE OF THE ORGANIZATION AND BUSINESS | NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS Abri SPAC I, Inc (“Abri” or the “Company”) was incorporated in the State of Delaware on March 18, 2021. The Company’s business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (our “Initial Business Combination”). The Company has selected December 31 as its fiscal year end. Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Abri SPAC I, Inc. As of June 30, 2022, and the date of this filing, the Company had not commenced core operations. All activity for the period from March 18, 2021 (Inception) through June 30, 2022 relates to the Company’s formation and raising funds through its initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of the Initial Business Combination, at the earliest. The Company is generating non -operating The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on August 9, 2021. On August 12, 2021, the Company consummated its Initial Public Offering of 5,000,000 units (each, a “Unit” and collectively, the “Units”), at $10.00 per Unit, generating gross proceeds of $50,000,000 and incurring offering costs of $973,988. The Company granted the underwriter a 45 -day -allotments Simultaneously with the consummation of the closing of the Initial Public Offering, the Company completed the private sale of 276,250 units (the “Private Units”) to Abri Ventures I, LLC, the Company’s sponsor (the “Sponsor”) at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500. Following the closing of the Initial Public Offering on August 12, 2021, an amount of $50,000,000 net proceeds from the Initial Public Offering and sale of the Private Units was placed in a trust account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee (the “Trust Account”). The funds held in the Trust Account were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 -Initial On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over -allotment -allotment The stock exchange listing rules provide that the Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Initial Business Combination. The Company will only complete an Initial Business Combination if the post -Initial The payment to the Company’s Sponsor of a monthly fee of $10,000 is for general and administrative services including office space, utilities and secretarial support, which the Company records as operating expense on its statements of operations. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee upon a determination by our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with our Initial Business Combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our Initial Business Combination. This arrangement is being agreed to by its Sponsor for our benefit. We believe that the fee charged by our Sponsor is at least as favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon completion of our Initial Business Combination or the distribution of the Trust Account to our public stockholders. Other than the $10,000 per month fee, no compensation of any kind (including finder’s fees, consulting fees or other similar compensation) will be paid to our insiders, members of our management team or any of our or their respective affiliates, for services rendered to us prior to or in connection with the consummation of our Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out -of-pocket The funds outside of the Trust Account are for our working capital requirements in searching for our Initial Business Combination. The allocation such funds represents our best estimate of the intended uses of these funds. 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, 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 insiders, members of our management team or third parties, but our insiders, members of our management team or third parties are not under any obligation to advance funds to, or invest in, us. We will likely use substantially all of the net proceeds of this offering, 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 commission payable to the underwriter in an amount equal to 3.0% of the total gross proceeds raised in the offering upon consummation of our Initial Business Combination. To the extent that our capital stock is used in whole or in part as consideration to effect our Initial Business Combination, the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways, including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. 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 insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than $15,000) and have agreed not to seek repayment of such expenses. We believe that we will not have sufficient available funds to operate for up to the next 12 months (or up to 18 months from the Initial Public Offering if we are required to extend the period of time to consummate an Initial Business Combination), assuming that our Initial Business Combination is not consummated during that time. However, if necessary, in order to meet our working capital needs following the consummation of this offering, our insiders may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our Initial Business Combination, without interest, or, at the lender’s discretion, up to $750,000 of the notes may be converted upon consummation of our Initial Business Combination into additional Private Warrants at a price of $1.00 per warrant. Notwithstanding, there is no guarantee that the Company will receive such funds. Our stockholders have approved the issuance of the Private Warrants upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our Initial Business Combination. If we do not complete an Initial Business Combination, any loans and advances from our insiders or their affiliates, will be repaid only from amounts remaining outside our Trust Account, if any. The Company’s Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their insider shares and any public shares they may hold in connection with the completion of our Initial Business Combination. In addition, our Sponsor and its officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their insider shares if we fail to complete our Initial Business Combination within the prescribed time frame. However, if its Sponsor or any of its officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our Initial Business Combination within the prescribed time frame. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock 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) 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 the Company’s discretion. The public stockholders will be entitled to redeem their shares at a per -share The shares of common stock subject to redemption was classified as temporary equity upon the completion of the Initial Public Offering and will subsequently be accreted to redemption value, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Initial Business Combination. The Company had 12 months from the closing of the Initial Public Offering (the “Combination Period”) to complete the Initial Business Combination. However, if we were not able to consummate the Initial Business Combination within 12 months, we will extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete an Initial Business Combination). The Sponsor and its affiliates or designees are obligated to fund the Trust Account to extend the time for the Company to complete its Initial Business Combination. On August 5, 2022, the Company deposited $573,392 into the Trust Account to extend the time to complete its Initial Business Combination for an additional three months, or until November 12, 2022. If the Company is unable to complete its Initial Business Combination within such 15 -month -share -month Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 -Ukraine Going Concern and Management Liquidity Plans As of June 30, 2022, we had cash of $156,755 and a working capital deficit of $1,273,123. Our liquidity needs through the date of this filing had been satisfied through proceeds from notes payable and advances from related party and from the issuance of common stock. Our liquidity needs consist of paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating an Initial Business Combination. Although certain of our initial stockholders, officers and directors or their affiliates have committed to loan us funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that we will receive such funds. Accordingly, the accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during period leading up to the Initial Business Combination. The Company cannot provide any assurance that its plans to raise capital or to consummate an Initial Business Combination will be successful. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of the Initial Business Combination or one year from this filing. These factors, among others, raise substantial doubt about our ability to continue as a going concern. | NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS Abri SPAC I, Inc (“Abri” or the “Company”) was incorporated in the State of Delaware on March 18, 2021. The Company’s business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (our “Initial Business Combination”). The Company has selected December 31 as its fiscal year end. Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Abri SPAC I, Inc. As of December -operating The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on August 9, 2021. On August 12, 2021, the Company consummated its Initial Public Offering of 5,000,000 units (each, a “Unit” and collectively, the “Units”), at $10.00 per Unit, generating gross proceeds of $50,000,000 and incurring offering costs of $973,988. The Company granted the underwriter a 45 -day -allotments Simultaneously with the consummation of the closing of the Initial Public Offering, the Company completed the private sale of 276,250 units (the “Private Units”) to Abri Ventures I, LLC, the Company’s sponsor (the “Sponsor”) at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500. Following the closing of the Initial Public Offering on August 12, 2021, an amount of $50,000,000 net proceeds from the Initial Public Offering and sale of the Private Units was placed in a trust account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee (the “Trust Account”). The funds held in the Trust Account were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 -Initial On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over -allotment -allotment The stock exchange listing rules provide that the Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Initial Business Combination. The Company will only complete an Initial Business Combination if the post -Initial The payment to the Company’s Sponsor of a monthly fee of $10,000 is for general and administrative services including office space, utilities and secretarial support, which the Company records as operating expense on its statement of operations. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee upon a determination by our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with our Initial Business Combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our Initial Business Combination. This arrangement is being agreed to by its Sponsor for our benefit. We believe that the fee charged by our Sponsor is at least as favorable as we could have obtained from an unaffiliated person. This arrangement will terminate upon completion of our Initial Business Combination or the distribution of the Trust Account to our public stockholders. Other than the $10,000 per month fee, no compensation of any kind (including finder’s fees, consulting fees or other similar compensation) will be paid to our insiders, members of our management team or any of our or their respective affiliates, for services rendered to us prior to or in connection with the consummation of our Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out -of-pocket The funds outside of the Trust Account are for our working capital requirements in searching for our Initial Business Combination. The allocation such funds represents our best estimate of the intended uses of these funds. 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, 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 insiders, members of our management team or third parties, but our insiders, members of our management team or third parties are not under any obligation to advance funds to, or invest in, us. We will likely use substantially all of the net proceeds of this offering, 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 commission payable to the underwriter in an amount equal to 3.0% of the total gross proceeds raised in the offering upon consummation of our Initial Business Combination. To the extent that our capital stock is used in whole or in part as consideration to effect our Initial Business Combination, the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways, including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. 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 insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than $15,000) and have agreed not to seek repayment of such expenses. We believe that we will not have sufficient available funds to operate for up to the next 12 months (or up to 18 months from the Initial Public Offering if we are required to extend the period of time to consummate an Initial Business Combination), assuming that our Initial Business Combination is not consummated during that time. However, if necessary, in order to meet our working capital needs following the consummation of this offering, our insiders may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our Initial Business Combination, without interest, or, at the lender’s discretion, up to $750,000 of the notes may be converted upon consummation of our Initial Business Combination into additional Private Warrants at a price of $1.00 per warrant. Notwithstanding, there is no guarantee that the Company will receive such funds. Our stockholders have approved the issuance of the Private Warrants upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our Initial Business Combination. If we do not complete an Initial Business Combination, any loans and advances from our insiders or their affiliates, will be repaid only from amounts remaining outside our Trust Account, if any. The Company’s Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their insider shares and any public shares they may hold in connection with the completion of our Initial Business Combination. In addition, our Sponsor and its officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their insider shares if we fail to complete our Initial Business Combination within the prescribed time frame. However, if its Sponsor or any of its officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our Initial Business Combination within the prescribed time frame. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock 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) 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 the Company’s discretion. The public stockholders will be entitled to redeem their shares at a per -share The shares of common stock subject to redemption was classified as temporary equity upon the completion of the Initial Public Offering and will subsequently be accreted to redemption value, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Initial Business Combination. The Company will have only 12 months from the closing of the Initial Public Offering (the “Combination Period”) to complete the Initial Business Combination. However, if we are not able to consummate the Initial Business Combination within 12 months, we will be required to extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete an Initial Business Combination). The Sponsor and its affiliates or designees are obligated to fund the Trust Account to extend the time for the Company to complete its Initial Business Combination. If the Company is unable to complete its Initial Business Combination within such 12 -month -share 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 us to pay our 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 our remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its Initial Business Combination within the 12 -month COVID-19 Pandemic In March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID -19 -imposed The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s operating results and financial position in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID -19 In response to COVID -19 -19 Going Concern and Management Liquidity Plans As of December 31, 2021, the Company had cash of $154,942 and working capital deficiency of approximately $381,866. The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from notes payable and advances from related party and from the issuance of common stock. Subsequent to the consummation of the Initial Public Offering, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the Initial Public Offering and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial stockholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds. The accompanying financial statement has been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during period leading up to the Initial Business Combination. The Company cannot provide any assurance that its plans to raise capital or to consummate an Initial Business Combination will be successful. Based on the foregoing, management believes that there is a risk that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of the Initial Business Combination or one year from this filing. These factors, among others, raise substantial doubt about our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the instructions to Form 10 -Q -X Unaudited Interim Financial Statements In the opinion of the Company, the unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2022, and its results of operations for the three and six months ended June 30, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K Emerging Growth Company We are 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 -emerging Use of Estimates The preparation of unaudited 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 unaudited 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 unaudited 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 Equivalents The Company considers all short -term Marketable Securities Held in Trust Account The Company had investments in marketable securities held in the Trust Account which may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 Offering Costs Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are charged against the carrying value of the ordinary shares or the statements of operations based on the relative value of the common shares and the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on August 12, 2021, offering costs in the aggregate of $973,988 were recognized (including approximately $359,900 for the fair value of the Representative’s unit purchase price), all of which was allocated to the common shares, reducing the carrying amount of such shares as of such date. Warrant Liability The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 480 under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, upon issuance, the Company will classify the Private Warrants as liabilities at their fair value and will adjust the Private Warrants to fair value at each reporting period. This liability is subject to re -measurement -Scholes The Company’s Public Warrants are accounted for and are presented as equity and measured using a Monte Carlo simulation model. 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. 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 will be presented at redemption value and as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company has made a policy election in accordance with ASC 480 -10-S99-3A -in -in -month Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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 is subject to income tax examinations by taxing authorities since inception. 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 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. 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. As of June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term 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 • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re -valued -current -cash Net Loss Per 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. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if -converted -dilutive The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position, even though the exercise price could be less than the most recent fair value of the common shares: Six Months Convertible debt 80,000 Total 80,000 Three Months Convertible debt 80,000 Total 80,000 The Company complies with accounting and disclosure requirements of ASC 260 “Earnings Per Share.” The statements of operations include a presentation of loss per redeemable share and loss per non -redeemable -class -redeemable -redeemable The earnings per share presented in the statements of operations is based on the following: For the Three Months Ended June 30, 2022 Net loss $ (386,732 ) Accretion of temporary equity to redemption value (1,195,374 ) Net loss including accretion of temporary equity to redemption value $ (1,582,106 ) Common Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,215,716 ) $ (366,390 ) Accretion of temporary equity to redemption value 1,195,371 — Allocation of net loss $ (20,342 ) $ (366,390 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.00 ) $ (0.21 ) For the Six Months Ended June 30, 2022 Net loss $ (1,709,339 ) Accretion of temporary equity to redemption value (2,294,875 ) Net loss including accretion of temporary equity to redemption value $ (4,004,214 ) Common Shares Non-redeemable Common Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (3,076,903 ) $ (927,311 ) Accretion of temporary equity to redemption value 2,294,875 — Allocation of net loss $ (782,028 ) $ (927,311 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.14 ) $ (0.54 ) For the Three Months Ended June 30, 2021 Non-redeemable Basic and diluted net income (loss) per share: Numerator: Net loss $ (30,939 ) Denominator: Weighted-average shares outstanding 1,247,940 Basic and diluted net loss per share $ (0.02 ) For the Period March 18, 2021 (Inception) Through June 30, 2021 Non-redeemable Basic and diluted net income (loss) per share: Numerator: Net loss $ (31,434 ) Denominator: Weighted-average shares outstanding 1,091,947 Basic and diluted net loss per share $ (0.03 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements. | NOTE 2 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. 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 -emerging Use of Estimates The preparation of 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 Cash Held in Trust Account Following the closing of the Initial Public Offering on August 12, 2021, an amount of $57,339,200 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units, Additional Units and Additional Private Units were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 -Initial Offering Costs Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are charged against the carrying value of the ordinary shares or the statements of operations based on the relative value of the common shares and the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on August 12, 2021, offering costs in the aggregate of $973,988 were recognized (including approximately $359,900 for the fair value of the Representative’s unit purchase option), all of which was allocated to the common shares, reducing the carrying amount of such shares as of such date. Warrant Liability The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 480, Distinguishing Liabilities from Equity, -measurement -Scholes The Company’s Public Warrants are accounted for and are presented as equity and measured using a Monte Carlo simulation model. 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 will be presented at redemption value and as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has made a policy election in accordance with ASC 480 -10-S99-3A -in -in -month Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by 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. As of December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 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 • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Net Loss Per 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 -class -redeemable -redeemable The earnings per share presented in the statement of operations is based on the following: For the period from March 18, 2021 (inception) through December 31, 2021 Net Loss $ (1,127,612 ) Accretion of temporary equity to redemption value (1,733,440 ) Net loss including accretion of temporary equity to redemption value $ (2,861,052 ) Common Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,883,391 ) $ (977,661 ) Accretion of temporary equity to redemption value 1,733,440 — Allocation of net loss $ (149,951 ) $ (977,661 ) Denominator: Weighted-average shares outstanding 2,789,393 1,447,964 Basic and diluted net income (loss) per share $ (0.05 ) $ (0.68 ) In connection with the underwriters’ exercise of the over -allotment At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Recent Accounting Pronouncements Management does not believe that any 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 | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering Disclosure [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING On August 12, 2021, the Company consummated its Initial Public Offering of 5,000,000 Units at $10.00 per Unit, generating gross proceeds of $50,000,000 and incurred offering costs of $2,223,988, consisting of $1,250,000 of underwriting fees and expenses and $973,988 of costs related to the Initial Public Offering. Additionally, the Company recorded deferred underwriting commissions of $1,500,000 (increasing up to $1,725,000 if the underwriter’s over -allotment -day -allotments Simultaneously with the consummation of the closing of the Initial Public Offering, the Company completed the private sale of 276,250 Private Units to its Sponsor at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500. On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over -allotment -allotment Since the underwriters did not exercise their over -allotment We intend to use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the trust account, in connection with our Initial Business Combination and to pay our expenses relating thereto, including a deferred underwriting commission payable to the underwriters in an amount equal to 3.0% of the total gross proceeds raised in the Initial Public Offering upon consummation of our Initial Business Combination. To the extent that our capital stock is used in whole or in part as consideration to effect our Initial Business Combination, the remaining proceeds held in the trust account, as well as any other net proceeds not expended, will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Initial Business Combination if the funds available to us outside of the trust account were insufficient to cover such expenses. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. | NOTE 3 — INITIAL PUBLIC OFFERING On August 12, 2021, the Company consummated its Initial Public Offering of 5,000,000 Units at $10.00 per Unit, generating gross proceeds of $50,000,000 and incurred offering costs of $2,223,988, consisting of $1,250,000 of underwriting fees and expenses and $973,988 of costs related to the Initial Public Offering. Additionally, the Company recorded deferred underwriting commissions of $1,500,000 (increasing up to $1,725,000 if the underwriter’s over -allotment Simultaneously with the consummation of the closing of the Initial Public Offering, the Company completed the private sale of 276,250 Private Units to its Sponsor at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500. On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over -allotment -allotment Since the underwriters did not exercise their over -allotment We intend to use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the trust account, in connection with our initial business combination and to pay our expenses relating thereto, including a deferred underwriting commission payable to the underwriters in an amount equal to 3.0% of the total gross proceeds raised in the Initial Public Offering upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the trust account, as well as any other net proceeds not expended, will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the trust account were insufficient to cover such expenses. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 4 — RELATED PARTY TRANSACTIONS Sponsor Shares On April 12, 2021, the Company’s sponsor, Abri Ventures I, LLC (the “Sponsor”) purchased 1,437,500 Private Units On August 12, 2021, our Sponsor purchased an aggregate of 276,250 Private Units in a private placement that closed simultaneously with the closing of Initial Public Offering. The Private Units are comprised of one share of common stock and one redeemable warrant, each exercisable to purchase one share of common stock at $11.50 per share and are otherwise identical to the public warrants in the Initial Public Offering. On August 23, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 18,348 Additional Private Units, generating additional gross proceeds of $183,480. All of the proceeds we received from this private placement of units were added to the proceeds from the Initial Public Offering to pay for the expenses of the Initial Public Offering and to be held in the Trust Account. If we do not complete our Initial Business Combination within 12 months from the closing of this Initial Public Offering (or up to 18 months), the proceeds of the sale of the Private Units will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the Private Units and underlying warrants will be worthless. Subscription Agreement Amendment On April 13, 2022, the Company and the Sponsor entered into an amendment (the “Subscription Agreement Amendment”) to the Private Placement Unit Subscription Agreement, dated August 9, 2021 by and between the Company and the Sponsor (the “Subscription Agreement”) in connection with the Company’s Initial Public Offering (see Note 3). Section 10.3 of the subscription Agreement provides the ability to amend the Subscription Agreement if signed by all parties thereto. The Subscription Agreement was executed solely to clarify that the lock -up Promissory Note — Related Party On April 20, 2021, the Company entered a promissory note with its Sponsor for principal amount received of $300,000 to be used for a portion of the expenses of the Initial Public Offering. The note was non -interest Convertible Promissory Notes — Related Party On March 8, 2022, the Company entered a convertible promissory note with its Sponsor for principal amount received of $300,000 to be used for a portion of the expenses of the Initial Public Offering. The note was non -interest On April 4, 2022, the Company entered a convertible promissory with its Sponsor of principal amount received of $500,000 to be used for operating expenses. The note was non -interest Administrative and Support Services The Company entered into an administrative services agreement pursuant to which the Company pays the Sponsor a total of $10,000 per month for office space, administrative and support services, which the Company records as operating expense on its statements of operations. Upon the completion of the Initial Business Combination or our liquidation, the Company will cease paying these monthly fees. The Company recorded $30,000 and $60,000 related to these fees during the three and six months ended June 30, 2022, respectively. | NOTE 4 — RELATED PARTY TRANSACTIONS Sponsor Shares On April 12, 2021, the Company’s sponsor, Abri Ventures I, LLC (the “Sponsor”) purchased 1,437,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. Private Units On August 12, 2021, our Sponsor purchased an aggregate of 276,250 Private Units in a private placement that closed simultaneously with the closing of Initial Public Offering. The Private Units are comprised of one share of common stock and one redeemable warrant, each exercisable to purchase one share of common stock at $11.50 per share and are otherwise identical to the public warrants in the Initial Public Offering. On August 23, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 18,348 Additional Private Units, generating additional gross proceeds of $183,480. All of the proceeds we received from this private placement of units were added to the proceeds from the Initial Public Offering to pay for the expenses of the Initial Public Offering and to be held in the Trust Account. If we do not complete our Initial Business Combination within 12 months from the closing of this Initial Public Offering (or up to 18 months), the proceeds of the sale of the Private Units will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the Private Units and underlying warrants will be worthless. Promissory Note — Related Party On April 20, 2021, the Company entered a promissory note with its Sponsor for principal amount received of $300,000 to be used for a portion of the expenses of the Initial Public Offering. The note was non -interest Administrative and Support Services The Company entered into an administrative services agreement pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, administrative and support services, which the Company records as operating expense on its statements of operations. Upon the completion of the Initial Business Combination or our liquidation, the Company will cease paying these monthly fees. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 5 — COMMITMENTS AND CONTINGENCIES Merger Agreement and Termination On January 27, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) by and among Apifiny Group Inc., a Delaware corporation (“Apifiny”), the Company, Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Erez Simha, solely in his capacity as representative, agent and attorney -in-fact -in-fact On July 22, 2022, the Parties entered into a termination of merger letter agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Parties agreed to mutually terminate the Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the Termination Agreement. In conjunction with the termination of the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) (including the Parent and Company Stockholder Support Agreements) have also been terminated in accordance with their respective terms as of July 22, 2022, the Termination Date. The Termination Agreement contains mutual releases by all parties thereto, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Merger Agreement, or the transactions contemplated by the Merger Agreement, subject to certain exceptions with respect to claims for indemnity or contribution. If the Company has not consummated an initial business combination by August 9, 2022 (12 months after consummation of the initial public offering, the “IPO”), or up to February 9, 2023 (18 months after the consummation of the IPO if the time -period Registration Rights The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement that was signed as of the effective date of the Initial Public Offering. 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 -trading Unit Purchase Option We sold to the underwriters, for $100, an option to purchase up to a total of 300,000 units (increased to 344,035 units after the over -allotment five -up -year -day -back -back On August 12, 2021, the Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. | NOTE 5 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement that was signed as of the effective date of the Initial Public Offering. 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 -trading Initial Business Combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Founder Shares will be held in escrow with Continental Stock Transfer & Trust Company during the period in which they are subject to the transfer restrictions described above. Unit Purchase Option We sold to the underwriters, for $100, an option to purchase up to a total of 300,000 units (increased to 344,035 units after the over -allotment five -up -year -day -back -back On August 12, 2021, the Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 6 — STOCKHOLDERS’ EQUITY Common Stock The Company is authorized to issue an aggregate of 5,000,000 -allotment -allotment -allotment Authorized Stock Upon the effectiveness of the Company’s registration statement on August 9, 2021, the Company amended and restated its certificate of incorporation to authorize the issuance of up to 100,000,000 Public and Private Warrants Each whole warrant entitles the registered holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of the completion of an Initial Business Combination and one year from the consummation of the Company’s Initial Public Offering. The warrants will expire five No public warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares. It is our current intention to have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares in effect promptly following consummation of an Initial Business Combination. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our Initial Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. We may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant: • • • -trading • -day If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of common stock may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per share after the redemption notice is issued and not limit our ability to complete the redemption. 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 If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole 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 difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of 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. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Common Stock Subject to Redemption The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 The common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table: Gross proceeds from Initial Public Offering $ 57,339,200 Less: Fair Value of Public Warrants at Issuance (3,201,883 ) Offering Costs allocated to common stock subject to possible redemption (3,547,468 ) Plus: Accretion of common stock subject to possible redemption amount 4,028,315 Common stock subject to possible redemption $ 54,618,164 During the three and six months ended June 30, 2022, there was accretion cost recorded in the statement of stockholders’ equity of $1,195,374 and $2,294,875, respectively. | NOTE 6 — STOCKHOLDERS’ EQUITY Common Stock The Company is authorized to issue an aggregate of 5,000,000 shares of common stock having a par value of $0.0001 per share. From inception, March 18, 2021 through August 12, 2021, the Company issued 1,437,500 founder shares of common stock at a price of $0.0001 per share for total receivable of approximately of $25,000. These Founder Shares held by our Sponsor included up to 187,500 shares which were subject to forfeiture by the stockholder if the underwriters of the Company’s Initial Public Offering did not fully or in part exercise their over -allotment -allotment -allotment On August 23, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 18,348 Additional Private Units, generating additional gross proceeds of $183,480. The balance of the Additional Private Units, or 402 Private Units, including 4,020 Founder Shares, were forfeited by the Sponsor. Authorized Stock Upon the effectiveness of the Company’s registration statement on August 9, 2021, the Company amended and restated its certificate of incorporation to authorize the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Public and Private Warrants Each whole warrant entitles the registered holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of the completion of an Initial Business Combination and one year from the consummation of the Company’s Initial Public Offering. The warrants will expire five No public warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares. It is our current intention to have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares in effect promptly following consummation of an Initial Business Combination. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our Initial Business Combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. We may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant: • • • -trading • -day If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of common stock may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per share after the redemption notice is issued and not limit our ability to complete the redemption. 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 If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole 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 difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of 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. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Common Stock Subject to Redemption The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. As of December 31, 2021, there were 5,733,920 shares of common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheet. The common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table: Gross proceeds from Initial Public Offering $ 57,338,908 Less: Fair Value of Public Warrants at Issuance (3,201,883 ) Offering Costs allocated to common stock subject to possible redemption (3,547,176 ) Plus: Accretion of common stock subject to possible redemption amount 1,733,440 Common stock subject to possible redemption $ 52,323,289 |
Warrants
Warrants | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants Abstract | ||
WARRANTS | NOTE 7 — WARRANTS On August 12, 2021, the Company consummated its Initial Public Offering of 5,000,000 Units at $10.00 per Unit, generating gross proceeds of $50,000,000, with each Unit consisting of one share of common stock, $0.0001 par value, and one redeemable warrant. The Company granted the underwriter a 45 -day -allotments Simultaneously with the consummation of the closing of the Initial Public Offering, the Company completed the private sale of 276,250 Private Units to its Sponsor at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500, with each Private Unit consisting of one share of common stock, $0.0001 par value, and one redeemable warrant. Upon consummation of our Initial Public Offering, we sold to the underwriters, for $100, an option to purchase up to a total of 300,000 units (increased to 344,035 units after the over -allotment five -up On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over -allotment -allotment On April 13, 2022, the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”), entered into a supplement (the “Supplement to Warrant Agreement”) to the Warrant Agreement, dated as of August 9, 2021 by and between the Company and the Warrant Agent in connection with the Company’s Initial Public Offering (see Note 3). The Supplement to Warrant Agreement is being made pursuant to Section 9.8 of the Warrant Agreement which states the Warrant Agreement may be amended by the parties thereto by executing a supplemental warrant agreement without the consent of any of the warrant holders. The Supplement to Warrant Agreement is being executed solely to correct an ambiguity provision contained in Section 2.5 of the Warrant Agreement to clarify that the lock -up Each Private Unit, Additional Unit and Additional Private Unit are identical to the Unit from our Initial Public Offering except as described below. The Sponsor has agreed to waive its redemption rights with respect to any shares underlying the Private Units (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our Initial Business Combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our Initial Business Combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or with respect to any other provision relating to stockholders’ rights or pre -Initial -month The Private Units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of our Initial Business Combination except to permitted transferees. The Company evaluated the Public and Private Warrants as either equity -classified -classified ASC 815 -40 , Derivatives and Hedging — Contracts in Entity’s Own Equity Certain adjustments to the settlement amount of the Private warrants are based on a variable that is not an input to the fair value of an option as defined under ASC 815 — 40, and thus the warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the Initial Public Offering. Accordingly, the Company expects to classify each Private Warrant as a liability at its fair value, with subsequent changes in their respective fair values recognized in the statements of operations and comprehensive income (loss) at each reporting date. The Company accounts for the Public Warrants as equity based on its initial evaluation that the Public Warrants are indexed to the Company’s own stock. The fair value of the Public Warrants was approximately $0.60 per Public Warrant, which was determined by the Monte Carlo simulation model. The Public Warrants will be recorded at the amount of allocated proceeds and will not be remeasured every reporting period. | NOTE 7 — WARRANTS On August 12, 2021, the Company consummated its Initial Public Offering of 5,000,000 Units at $10.00 per Unit, generating gross proceeds of $50,000,000, with each Unit consisting of one share of common stock, $0.0001 par value, and one redeemable warrant. The Company granted the underwriter a 45 -day -allotments Simultaneously with the consummation of the closing of the Initial Public Offering, the Company completed the private sale of 276,250 Private Units to its Sponsor at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500, with each Private Unit consisting of one share of common stock, $0.0001 par value, and one redeemable warrant. Upon consummation of our Initial Public Offering, we sold to the underwriters, for $100, an option to purchase up to a total of 300,000 units (increased to 344,035 units after the over -allotment five -up On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over -allotment -allotment Each Private Unit, Additional Unit and Additional Private Unit are identical to the Unit from our Initial Public Offering except as described below. The Sponsor has agreed to waive its redemption rights with respect to any shares underlying the Private Units (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our Initial Business Combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our Initial Business Combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or with respect to any other provision relating to stockholders’ rights or pre -Initial -month The Private Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of our Initial Business Combination except to permitted transferees. The Company evaluated the Public and Private Warrants as either equity -classified -classified ASC 815 -40 , Derivatives and Hedging — Contracts in Entity’s Own Equity Certain adjustments to the settlement amount of the Private warrants are based on a variable that is not an input to the fair value of an option as defined under ASC 815 — 40, and thus the warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the Initial Public Offering. Accordingly, the Company classified each Private Warrant as a liability at its fair value, with subsequent changes in their respective fair values recognized in the statements of operations and comprehensive income (loss) at each reporting date. The Company accounts for the Public Warrants as equity based on its initial evaluation that the Public Warrants are indexed to the Company’s own stock. The fair value of the Public Warrants was approximately $0.60 per Public Warrant, which was determined by the Monte Carlo simulation model. The Public Warrants will be recorded at the amount of allocated proceeds and will not be remeasured every reporting period. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 8 — FAIR VALUE MEASUREMENTS The Company carries cash equivalents, marketable investments, Private Warrants, at fair value. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. The Company’s Cash held in Trust Account is classified within Level 1 of the fair value hierarchy. The Company’s warrant liability has been valued as Level 3 instruments. The estimated fair value of the Private Warrants is determined using Level 3 inputs. Inherent in a Black -Scholes -free -free The fair value of the Private Warrants from the private placement that closed simultaneously with the closing of the Initial Public Offering was approximately $176,759, which was determined by the Black -Scholes -free -free gain on change in fair value of warrant liability of $41,244 and $109,002 for the three and six months ended June 30, 2022, respectively. The fair value was $170,867 as of December 31, 2021, using the following assumptions: dividend yield of 0%, term of 4.5 years, volatility of 11.8%, exercise price of $11.50 and risk -free Transfers to/from Levels The following table presents information about the transfer to/from Levels Warrant Total Level 3 financial instruments as of December 31, 2021 $ 170,867 $ 170,867 Change in fair value (67,758 ) (67,758 ) Level 3 financial instruments as of March 31, 2022 103,109 103,109 Change in fair value (41,244 ) (41,244 ) Transfer to Level 2 (61,865 ) (61,865 ) Level 3 financial instruments as of June 30, 2022 $ — $ — The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at Description Fair Value Quoted prices Significant Significant Assets: Cash $ 156,755 $ 156,755 $ — $ — Cash held in Trust Account – U.S. Money Market $ 57,383,990 $ 57,383,990 $ — $ — Liabilities: Warrant liabilities $ 61,865 $ — $ 61,865 $ — The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at Description Fair Value Quoted prices in active Significant Significant Assets: Cash $ 154,942 $ 154,942 $ — $ — Cash held in Trust Account – U.S. Money Market $ 57,340,207 $ 57,340,207 $ — $ — Liabilities: Warrant liabilities $ 170,867 $ — $ — $ 170,867 In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | NOTE 8 — FAIR VALUE MEASUREMENTS The Company carries cash equivalents, marketable investments, Private Warrants, at fair value. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. The Company’s Cash held in Trust Account is classified within Level 1 of the fair value hierarchy. The Company’s warrant liability has been valued as Level 3 instruments. The estimated fair value of the Private Warrants is determined using Level 3 inputs. Inherent in a Black -Scholes -free -free The fair value of the Private Warrants from the private placement that closed simultaneously with the closing of the Initial Public Offering was approximately $176,759, which was determined by the Black -Scholes 13. -free -free The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at Description Fair Value Quoted Significant Significant Assets: Cash $ 154,942 $ 154,942 $ — $ — Cash held in Trust Account – U.S. Money Market $ 57,340,207 $ 57,340,207 $ — $ — Liabilities: Warrant liabilities $ 170,867 $ — $ — $ 170,867 In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 — 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. Significant components of the Company’s deferred tax assets as of December 31, 2020 are summarized below. December 31, Deferred tax assets: Net operation loss carryforwards $ 316,000 Total deferred tax asset 316,000 Valuation allowance (316,000 ) $ — 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 The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. Future utilization of the net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code. As of December 31, 2021, the Company had net operating loss carryforwards available to offset future taxable income in the amounts of approximately $1,134,000. Federal net operating loss carryforwards generated do not expire whereas state carryforwards begin to expire in 2040. 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 and filing requirements in the State of Delaware and has accrued approximately $78,000 for such tax liability as of December 31, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 financial statements were issued. Based upon this review management did not identify any subsequent events, except for those disclosed below, that would have required adjustment or disclosure in the unaudited financial statements. On July 22, 2022, the Parties entered into a termination of merger letter agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Parties agreed to mutually terminate the Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the Termination Agreement. In conjunction with the termination of the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) (including the Parent and Company Stockholder Support Agreements) have also been terminated in accordance with their respective terms as of July 22, 2022, the Termination Date (see Note 5). On August 5, 2022, the Company deposited $573,392 into the Trust Account to extend the time to complete its Initial Business Combination for an additional three months, or until November 12, 2022. | NOTE 10 — SUBSEQUENT EVENTS Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than the below: Merger Agreement On January 27, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) by and among Abri, Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Abri (“Merger Sub”), Apifiny Group Inc., a Delaware corporation (“Apifiny”), Erez Simha solely in his capacity as representative, agent and attorney -in-fact -in-fact directors of Abri has (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of Abri. The Merger is expected to be consummated after obtaining the required approval by the shareholders of Abri and Apifiny and the satisfaction of certain other customary closing conditions. The total consideration to be paid at Closing (the “Initial Consideration”) by Abri to Apifiny security holders will be an amount equal to $450 Million. The Initial Consideration will be payable in shares of common stock, par value $0.0001 per share, of Abri (“Abri Common Stock”) valued at $10 per share. In addition to the Initial Consideration, the Apifiny security holders (the Earnout Recipients as defined in the Merger Agreement) will also have the contingent right to earn up to 10,500,000 • -weighted • • • |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the instructions to Form 10 -Q -X | Basis of Presentation The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. |
Emerging Growth Company | Emerging Growth Company We are 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 -emerging | 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 -emerging |
Use of Estimates | Use of Estimates The preparation of unaudited 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 unaudited 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 unaudited 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. | Use of Estimates The preparation of 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 Equivalents | Cash Equivalents The Company considers all short -term | Cash and cash equivalents The Company considers all short -term |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company had investments in marketable securities held in the Trust Account which may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 | Cash Held in Trust Account Following the closing of the Initial Public Offering on August 12, 2021, an amount of $57,339,200 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units, Additional Units and Additional Private Units were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 -Initial |
Offering Costs | Offering Costs Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are charged against the carrying value of the ordinary shares or the statements of operations based on the relative value of the common shares and the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on August 12, 2021, offering costs in the aggregate of $973,988 were recognized (including approximately $359,900 for the fair value of the Representative’s unit purchase price), all of which was allocated to the common shares, reducing the carrying amount of such shares as of such date. | Offering Costs Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are charged against the carrying value of the ordinary shares or the statements of operations based on the relative value of the common shares and the Public Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on August 12, 2021, offering costs in the aggregate of $973,988 were recognized (including approximately $359,900 for the fair value of the Representative’s unit purchase option), all of which was allocated to the common shares, reducing the carrying amount of such shares as of such date. |
Warrant Liability | Warrant Liability The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 480 under which the Private Warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, upon issuance, the Company will classify the Private Warrants as liabilities at their fair value and will adjust the Private Warrants to fair value at each reporting period. This liability is subject to re -measurement -Scholes The Company’s Public Warrants are accounted for and are presented as equity and measured using a Monte Carlo simulation model. | Warrant Liability The Company accounts for the Private Warrants in accordance with the guidance contained in ASC 480, Distinguishing Liabilities from Equity, -measurement -Scholes The Company’s Public Warrants are accounted for and are presented as equity and measured using a Monte Carlo simulation model. |
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. 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 will be presented at redemption value and as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company has made a policy election in accordance with ASC 480 -10-S99-3A -in -in -month | 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 will be presented at redemption value and as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has made a policy election in accordance with ASC 480 -10-S99-3A -in -in -month |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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 is subject to income tax examinations by taxing authorities since inception. 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 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. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by 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. As of June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | 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. As of December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term | 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 |
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 • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | 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 • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Net Loss Per Share | Net Loss Per 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. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if -converted -dilutive The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position, even though the exercise price could be less than the most recent fair value of the common shares: Six Months Convertible debt 80,000 Total 80,000 Three Months Convertible debt 80,000 Total 80,000 The Company complies with accounting and disclosure requirements of ASC 260 “Earnings Per Share.” The statements of operations include a presentation of loss per redeemable share and loss per non -redeemable -class -redeemable -redeemable The earnings per share presented in the statements of operations is based on the following: For the Three Months Ended June 30, 2022 Net loss $ (386,732 ) Accretion of temporary equity to redemption value (1,195,374 ) Net loss including accretion of temporary equity to redemption value $ (1,582,106 ) Common Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,215,716 ) $ (366,390 ) Accretion of temporary equity to redemption value 1,195,371 — Allocation of net loss $ (20,342 ) $ (366,390 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.00 ) $ (0.21 ) For the Six Months Ended June 30, 2022 Net loss $ (1,709,339 ) Accretion of temporary equity to redemption value (2,294,875 ) Net loss including accretion of temporary equity to redemption value $ (4,004,214 ) Common Shares Non-redeemable Common Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (3,076,903 ) $ (927,311 ) Accretion of temporary equity to redemption value 2,294,875 — Allocation of net loss $ (782,028 ) $ (927,311 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.14 ) $ (0.54 ) For the Three Months Ended June 30, 2021 Non-redeemable Basic and diluted net income (loss) per share: Numerator: Net loss $ (30,939 ) Denominator: Weighted-average shares outstanding 1,247,940 Basic and diluted net loss per share $ (0.02 ) For the Period March 18, 2021 (Inception) Through June 30, 2021 Non-redeemable Basic and diluted net income (loss) per share: Numerator: Net loss $ (31,434 ) Denominator: Weighted-average shares outstanding 1,091,947 Basic and diluted net loss per share $ (0.03 ) | Net Loss Per 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 -class -redeemable -redeemable The earnings per share presented in the statement of operations is based on the following: For the period from March 18, 2021 (inception) through December 31, 2021 Net Loss $ (1,127,612 ) Accretion of temporary equity to redemption value (1,733,440 ) Net loss including accretion of temporary equity to redemption value $ (2,861,052 ) Common Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,883,391 ) $ (977,661 ) Accretion of temporary equity to redemption value 1,733,440 — Allocation of net loss $ (149,951 ) $ (977,661 ) Denominator: Weighted-average shares outstanding 2,789,393 1,447,964 Basic and diluted net income (loss) per share $ (0.05 ) $ (0.68 ) In connection with the underwriters’ exercise of the over -allotment At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements In the opinion of the Company, the unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2022, and its results of operations for the three and six months ended June 30, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re -valued -current -cash |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of condensed statement of operations | Net loss $ (386,732 ) Accretion of temporary equity to redemption value (1,195,374 ) Net loss including accretion of temporary equity to redemption value $ (1,582,106 ) Net loss $ (1,709,339 ) Accretion of temporary equity to redemption value (2,294,875 ) Net loss including accretion of temporary equity to redemption value $ (4,004,214 ) | Net Loss $ (1,127,612 ) Accretion of temporary equity to redemption value (1,733,440 ) Net loss including accretion of temporary equity to redemption value $ (2,861,052 ) Common Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,883,391 ) $ (977,661 ) Accretion of temporary equity to redemption value 1,733,440 — Allocation of net loss $ (149,951 ) $ (977,661 ) Denominator: Weighted-average shares outstanding 2,789,393 1,447,964 Basic and diluted net income (loss) per share $ (0.05 ) $ (0.68 ) |
Schedule of exercise price could be less than the most recent fair value of the common shares | Six Months Convertible debt 80,000 Total 80,000 Three Months Convertible debt 80,000 Total 80,000 | |
Schedule of basic and diluted net income (loss) per share | Common Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,215,716 ) $ (366,390 ) Accretion of temporary equity to redemption value 1,195,371 — Allocation of net loss $ (20,342 ) $ (366,390 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.00 ) $ (0.21 ) Common Shares Non-redeemable Common Shares Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (3,076,903 ) $ (927,311 ) Accretion of temporary equity to redemption value 2,294,875 — Allocation of net loss $ (782,028 ) $ (927,311 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.14 ) $ (0.54 ) Non-redeemable Basic and diluted net income (loss) per share: Numerator: Net loss $ (30,939 ) Denominator: Weighted-average shares outstanding 1,247,940 Basic and diluted net loss per share $ (0.02 ) Non-redeemable Basic and diluted net income (loss) per share: Numerator: Net loss $ (31,434 ) Denominator: Weighted-average shares outstanding 1,091,947 Basic and diluted net loss per share $ (0.03 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of common stock subject to possible redemption reflected on the balance sheet | Gross proceeds from Initial Public Offering $ 57,339,200 Less: Fair Value of Public Warrants at Issuance (3,201,883 ) Offering Costs allocated to common stock subject to possible redemption (3,547,468 ) Plus: Accretion of common stock subject to possible redemption amount 4,028,315 Common stock subject to possible redemption $ 54,618,164 | Gross proceeds from Initial Public Offering $ 57,338,908 Less: Fair Value of Public Warrants at Issuance (3,201,883 ) Offering Costs allocated to common stock subject to possible redemption (3,547,176 ) Plus: Accretion of common stock subject to possible redemption amount 1,733,440 Common stock subject to possible redemption $ 52,323,289 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of assets that are measured at fair value on a recurring basis | Fair value measurements at Description Fair Value Quoted prices Significant Significant Assets: Cash $ 156,755 $ 156,755 $ — $ — Cash held in Trust Account – U.S. Money Market $ 57,383,990 $ 57,383,990 $ — $ — Liabilities: Warrant liabilities $ 61,865 $ — $ 61,865 $ — Fair value measurements at Description Fair Value Quoted prices in active Significant Significant Assets: Cash $ 154,942 $ 154,942 $ — $ — Cash held in Trust Account – U.S. Money Market $ 57,340,207 $ 57,340,207 $ — $ — Liabilities: Warrant liabilities $ 170,867 $ — $ — $ 170,867 | Fair value measurements at Description Fair Value Quoted Significant Significant Assets: Cash $ 154,942 $ 154,942 $ — $ — Cash held in Trust Account – U.S. Money Market $ 57,340,207 $ 57,340,207 $ — $ — Liabilities: Warrant liabilities $ 170,867 $ — $ — $ 170,867 |
Schedule of levels 1, 2, and 3 within the fair value hierarchy | Warrant Total Level 3 financial instruments as of December 31, 2021 $ 170,867 $ 170,867 Change in fair value (67,758 ) (67,758 ) Level 3 financial instruments as of March 31, 2022 103,109 103,109 Change in fair value (41,244 ) (41,244 ) Transfer to Level 2 (61,865 ) (61,865 ) Level 3 financial instruments as of June 30, 2022 $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of significant components of the Company’s deferred tax assets | December 31, Deferred tax assets: Net operation loss carryforwards $ 316,000 Total deferred tax asset 316,000 Valuation allowance (316,000 ) $ — |
Nature of the Organization an_2
Nature of the Organization and Business (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | ||
Aug. 12, 2021 | Aug. 23, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 05, 2022 | |
Nature of the Organization and Business (Details) [Line Items] | |||||
Generating gross proceeds | $ 183,480 | $ 2,762,500 | |||
Private sale of units (in Shares) | 276,250 | 276,250 | |||
Purchase price per unit (in Dollars per share) | $ 10 | $ 10 | |||
Generating gross proceeds | $ 2,762,500 | $ 2,762,500 | |||
Net proceeds | $ 7,339,200 | ||||
Additional private sale units (in Shares) | 18,348 | ||||
Additional private per share (in Dollars per share) | $ 10 | ||||
Proceeds held in trust account | $ 57,339,200 | ||||
Percentage of fair market value | 80% | 80% | |||
Percentage of outstanding voting rights | 50% | 50% | |||
General and administrative services | $ 10,000 | $ 10,000 | |||
Month fee amount | $ 10,000 | $ 10,000 | |||
Total gross proceeds raised percentage | 3% | 3% | |||
Repayment expenses | $ 15,000 | $ 15,000 | |||
Warrant price per share (in Dollars per share) | $ 1 | $ 1 | |||
Public per share (in Dollars per share) | $ 10 | $ 10 | |||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |||
Cash | 156,755 | 154,942 | |||
Deposited in trust account | $ 573,392 | ||||
IPO [Member] | |||||
Nature of the Organization and Business (Details) [Line Items] | |||||
Sale of stock (in Shares) | 5,000,000 | ||||
Sale of price per unit (in Dollars per share) | $ 10 | ||||
Generating gross proceeds | $ 50,000,000 | ||||
Offering costs | $ 973,988 | ||||
Additional shares (in Shares) | 750,000 | ||||
Net proceeds | $ 50,000,000 | ||||
Public shares redeem percentage | 100% | ||||
Working capital deficit | 1,273,123 | 381,866 | |||
Over-Allotment Option [Member] | |||||
Nature of the Organization and Business (Details) [Line Items] | |||||
Generating gross proceeds | $ 7,339,200 | ||||
Underwriters shares purchased (in Shares) | 733,920 | ||||
Additional unit per share (in Dollars per share) | $ 10 | ||||
Subsequent Event [Member] | |||||
Nature of the Organization and Business (Details) [Line Items] | |||||
Deposited in trust account | $ 573,392 | ||||
Business Combination [Member] | |||||
Nature of the Organization and Business (Details) [Line Items] | |||||
Initial business combination | $ 750,000 | $ 750,000 | |||
Initial business combination description | If the Company is unable to complete its Initial Business Combination within such 15-month period from the closing of the Initial Public Offering or during any mandatory extension period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 us to pay our 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 our remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | 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 us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Aug. 12, 2021 | Apr. 19, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Aggregate offering costs | $ 973,988 | ||||
Fair value of representative’s unit purchase price | 359,900 | ||||
Amount of company accretion | $ 1,733,440 | ||||
Unrecognized accretion | 5,015,911 | ||||
Federal depository insurance coverage limit | $ 250,000 | ||||
Redeemable public shares percentage | 77% | 77% | 66% | ||
Non-redeemable shares percentage | 23% | 23% | 34% | ||
Common stock warrants (in Shares) | 187,500 | ||||
Description of policy election | The Company has made a policy election in accordance with ASC 480-10-S99-3A and will recognize changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an 18-month period leading up to an Initial Business Combination. As of June 30, 2022, the Company recorded accretion of 4,028,315 (including a beginning balance on January 1, 2022 of $1,733,440 and $1,195,374 and $2,294,875 during the three and six months ended June 30, 2022, respectively), with unrecognized accretion remaining of $2,721,036 as of June 30, 2022. | ||||
Amount of company accretion | $ 1,733,440 | ||||
Unrecognized accretion | 5,015,911 | ||||
Deferred tax assets | $ 823,000 | $ 823,000 | $ 316,000 | ||
IPO [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Sale of net proceeds | $ 57,339,200 | ||||
Public shares percent | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of condensed statement of operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Condensed Income Statements, Captions [Line Items] | |||||||
Net Loss | $ (495) | $ (386,732) | $ (1,322,607) | $ (30,939) | $ (31,434) | $ (1,709,339) | $ (1,127,612) |
Accretion of temporary equity to redemption value | (1,195,374) | (2,294,875) | (1,733,440) | ||||
Net loss including accretion of temporary equity to redemption value | (1,582,106) | (4,004,214) | (2,861,052) | ||||
Common Shares Subject to Redemption [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
Accretion of temporary equity to redemption value | 1,195,371 | 2,294,875 | 1,733,440 | ||||
Allocation of net loss | $ (20,342) | $ (782,028) | $ (149,951) | ||||
Weighted-average shares outstanding (in Shares) | 5,733,920 | 5,733,920 | 2,789,393 | ||||
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.05) | ||||||
Allocation of net loss including accretion of temporary equity | $ (1,215,716) | $ (3,076,903) | $ (1,883,391) | ||||
Non-redeemable Common Shares [Member] | |||||||
Condensed Income Statements, Captions [Line Items] | |||||||
Net Loss | $ (30,939) | $ (31,434) | |||||
Accretion of temporary equity to redemption value | |||||||
Allocation of net loss | $ (366,390) | $ (927,311) | $ (977,661) | ||||
Weighted-average shares outstanding (in Shares) | 1,728,078 | 1,247,940 | 1,091,947 | 1,728,078 | 1,447,964 | ||
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.68) | ||||||
Allocation of net loss including accretion of temporary equity | $ (366,390) | $ (927,311) | $ (977,661) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | ||
Aug. 12, 2021 | Aug. 23, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 20, 2021 | |
Initial Public Offering (Details) [Line Items] | |||||
Underwriting fees | $ 1,250,000 | ||||
Expenses | 973,988 | ||||
Deferred underwriting commissions | $ 1,500,000 | ||||
Private sale units (in Shares) | 276,250 | 276,250 | |||
Purchase price per unit (in Dollars per share) | $ 10 | $ 10 | |||
Generating gross proceeds | $ 2,762,500 | $ 2,762,500 | |||
Additional gross proceeds | $ 183,480 | ||||
Additional private sale units (in Shares) | 18,348 | ||||
Net proceeds | $ 7,339,200 | ||||
Additional shares (in Shares) | 750,000 | ||||
IPO [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Share issued (in Shares) | 5,000,000 | ||||
Stock price per share (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 50,000,000 | ||||
Offering costs | 2,223,988 | ||||
Net proceeds | 50,000,000 | ||||
Gross proceeds percentage | 3% | 3% | |||
Over-Allotment Option [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Deferred underwriting commissions | $ 1,725,000 | ||||
Underwriters purchased (in Shares) | 733,920 | ||||
Additional units per share (in Dollars per share) | $ 10 | ||||
Additional gross proceeds | $ 7,339,200 | ||||
Over-Allotment Option [Member] | Common Stock [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Shares issued (in Shares) | 4,020 | 4,020 | |||
Private Placement [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Net proceeds | $ 57,338,908 | ||||
Private Placement [Member] | IPO [Member] | |||||
Initial Public Offering (Details) [Line Items] | |||||
Net proceeds | $ 57,339,200 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Apr. 04, 2022 | Aug. 12, 2021 | Apr. 12, 2021 | Aug. 23, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 08, 2022 | Apr. 20, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||
Private units description | the Company’s sponsor, Abri Ventures I, LLC (the “Sponsor”) purchased 1,437,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. | ||||||||
Price per shares (in Dollars per share) | $ 11.5 | ||||||||
Shares issued of additional private units (in Shares) | 18,348 | ||||||||
Gross proceeds | $ 183,480 | ||||||||
Principal amount received | $ 300,000 | $ 300,000 | |||||||
Outstanding under note | $ 300,000 | $ 0 | |||||||
General and administrative services | $ 10,000 | $ 10,000 | |||||||
Conversion price (in Dollars per share) | $ 10 | $ 10 | |||||||
Convertible promissory description | On April 4, 2022, the Company entered a convertible promissory with its Sponsor of principal amount received of $500,000 to be used for operating expenses. The note was non-interest bearing, unsecured and payable on the date the Company consummates a Business Combination. In the event that a Business Combination did not close prior to August 12, 2022 (or up to February 12, 2023, if the period of time to consummate a business combination is extended) the note shall be deemed terminated and no amounts will be owed. At any time, up to a day prior to the closing of a business combination, the holder may convert the principal amount into private units of the Company at a conversion price of $10.00 per unit. As of June 30, 2022, there was $500,000 outstanding under the note. | ||||||||
General and administrative services | $ 10,000 | ||||||||
Payments for Other Fees | $ 30,000 | $ 60,000 | |||||||
IPO [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Gross proceeds | $ 183,480 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchased aggregate shares (in Shares) | 276,250 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | 9 Months Ended | ||
Aug. 12, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 05, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Founder shares percentage | 50% | 50% | ||
Common stock equals or exceeds per shares (in Dollars per share) | $ 12.5 | $ 12.5 | ||
Business combination remaining percentage | 50% | 50% | ||
Underwriters sales (in Dollars) | $ 100 | $ 100 | ||
Option to purchase share | 300,000 | 300,000 | ||
Option to purchase price per unit (in Dollars per share) | $ 11.5 | $ 11.5 | ||
Expired term | 5 years | 5 years | ||
Option units | 300,000 | 300,000 | ||
Common stock shares | 300,000 | 300,000 | ||
Warrants purchased | 300,000 | 300,000 | ||
Registration rights description | Notwithstanding the foregoing, the underwriters and their related persons may not (i) have more than one demand registration right at our expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the registration statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the registration statement. | Notwithstanding the foregoing, the underwriters and their related persons may not (i) have more than one demand registration right at our expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the registration statement, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the registration statement. | ||
Cash payment (in Dollars) | $ 100 | |||
Deposited in trust account (in Dollars) | $ 573,392 | |||
Over-Allotment Option [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Exercised shares | 344,035 | 344,035 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | ||
Aug. 09, 2021 | Apr. 12, 2021 | Aug. 23, 2021 | Jun. 30, 2022 | Aug. 12, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity (Details) [Line Items] | |||||||
Common stock, share authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Founder shares | 1,437,500 | 4,020 | 1,437,500 | 4,020 | |||
Founder shares per price (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Total receivable (in Dollars) | $ 25,000 | $ 25,000 | |||||
Shares subject to forfeiture | 187,500 | 187,500 | |||||
Generating additional gross proceeds (in Dollars) | $ 183,480 | ||||||
Additional private sale units | 18,348 | ||||||
Issuance shares | 100,000,000 | ||||||
Shares of preferred stock | 1,000,000 | ||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | ||||||
Common stock price per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||||
Initial business combination | 1 year | 1 year | |||||
Warrants expire | 5 years | 5 years | |||||
Description of warrants for redemption | We may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant:• at any time while the warrants are exercisable;• upon a minimum of 30 days’ prior written notice of redemption;• if, and only if, the last sales price of our shares of common stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption; and• 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. | We may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant:• at any time while the warrants are exercisable;• upon a minimum of 30 days’ prior written notice of redemption;• if, and only if, the last sales price of our shares of common stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption; and• 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. | |||||
Trigger price (in Dollars per share) | $ 16.5 | $ 16.5 | |||||
Warrant exercise price per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||||
Common stock voting rights | one | ||||||
Accretion cost (in Dollars) | $ 1,195,374 | $ 2,294,875 | |||||
Common Stock Subject to Redemption [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Common stock, share authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock outstanding subject to possible redemption | 5,733,920 | 5,733,920 | 5,733,920 | ||||
Over-Allotment Option [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Underwriters shares purchased | 733,920 | ||||||
Additional unit per share (in Dollars per share) | $ 10 | ||||||
Generating additional gross proceeds (in Dollars) | $ 7,339,200 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of common stock subject to possible redemption reflected on the balance sheet - USD ($) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Common Stock Subject To Possible Redemption Reflected On The Balance Sheet Abstract | ||
Gross proceeds from Initial Public Offering | $ 57,339,200 | $ 57,338,908 |
Less: | ||
Fair Value of Public Warrants at Issuance | (3,201,883) | (3,201,883) |
Offering Costs allocated to common stock subject to possible redemption | (3,547,468) | (3,547,176) |
Plus: | ||
Accretion of common stock subject to possible redemption amount | 4,028,315 | 1,733,440 |
Common stock subject to possible redemption | $ 54,618,164 | $ 52,323,289 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | |
Aug. 12, 2021 | Aug. 23, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Private sale units | 276,250 | 276,250 | ||
Purchase price per unit (in Dollars per share) | $ 10 | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 2,762,500 | $ 2,762,500 | ||
Underwriters sales (in Dollars) | $ 100 | $ 100 | ||
Option to purchase share | 300,000 | 300,000 | ||
Warrants expire | 5 years | 5 years | ||
Option units | 300,000 | 300,000 | ||
Common stock shares | 300,000 | 300,000 | ||
Warrants purchased | 300,000 | 300,000 | ||
Cash payment (in Dollars) | $ 100 | |||
Purchase of additional units | 18,348 | |||
Generating additional gross proceeds (in Dollars) | $ 183,480 | $ 2,762,500 | ||
Fair value of public warrants, per share (in Dollars per share) | $ 0.6 | $ 0.6 | ||
Generating gross proceeds (in Dollars) | 183,480 | |||
Common Stock [Member] | ||||
Warrants (Details) [Line Items] | ||||
Generating additional gross proceeds (in Dollars) | $ 183,480 | |||
IPO [Member] | ||||
Warrants (Details) [Line Items] | ||||
Sale of stock | 5,000,000 | |||
Sale of price per unit (in Dollars per share) | $ 10 | |||
Gross proceeds (in Dollars) | $ 50,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Additional amount | 750,000 | |||
Generating additional gross proceeds (in Dollars) | $ 50,000,000 | |||
Over-Allotment Option [Member] | ||||
Warrants (Details) [Line Items] | ||||
Exercised shares | 344,035 | 344,035 | ||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||
Purchase of additional units | 733,920 | |||
Per share price (in Dollars per share) | $ 10 | |||
Generating additional gross proceeds (in Dollars) | $ 7,339,200 | |||
Business Combination [Member] | ||||
Warrants (Details) [Line Items] | ||||
Business combination description | The Sponsor has agreed to waive its redemption rights with respect to any shares underlying the Private Units (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our Initial Business Combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our Initial Business Combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or with respect to any other provision relating to stockholders’ rights or pre-Initial Business Combination activity and (iii) if we fail to consummate a business combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or if we liquidate prior to the expiration of the 18 month period. However, the Sponsor will be entitled to redemption rights with respect to any public shares it holds if we fail to consummate a business combination or liquidate within the 18-month period. | The Sponsor has agreed to waive its redemption rights with respect to any shares underlying the Private Units (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our Initial Business Combination or certain amendments to our charter prior thereto, to redeem 100% of our public shares if we do not complete our Initial Business Combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or with respect to any other provision relating to stockholders’ rights or pre-Initial Business Combination activity and (iii) if we fail to consummate a business combination within 12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or if we liquidate prior to the expiration of the 18 month period. However, the Sponsor will be entitled to redemption rights with respect to any public shares it holds if we fail to consummate a business combination or liquidate within the 18-month period. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | |||
Initial public offering (in Dollars) | $ 176,759 | $ 176,759 | |
Dividend yield | 0% | 0% | |
Volatility | 2.50% | 11.80% | |
Term (in years) | 4 years 9 months | 4 years 6 months | |
Exercise price (in Dollars per share) | $ 11.5 | ||
Risk-free rate | 3.01% | 1.19% | |
Amount of fair value (in Dollars) | $ 61,865 | $ 170,867 | |
Fair value of warrant liability (in Dollars) | $ 41,244 | $ 109,002 | 5,892 |
Long-Term Debt, Fair Value (in Dollars) | $ 170,867 | ||
Minimum [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Term (in years) | 4 years 6 months | ||
Private Placement [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 |
Black-Scholes Pricing Model [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Dividend yield | 0% | 0% | |
Volatility | 13.50% | 13.50% | |
Term (in years) | 5 years | ||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 |
Risk-free rate | 0.81% | 0.81% | |
Black-Scholes Pricing Model [Member] | Maximum [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Term (in years) | 5 years |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Liabilities: | |
Warrant liabilities | $ 170,867 |
Cash and Cash Equivalents [Member] | |
Assets: | |
Cash | 154,942 |
Cash held in Trust Account – U.S. Money Market [Member] | |
Assets: | |
Cash | 57,340,207 |
Quoted prices in active markets for identical liabilities (Level 1) [Member] | |
Liabilities: | |
Warrant liabilities | |
Quoted prices in active markets for identical liabilities (Level 1) [Member] | Cash and Cash Equivalents [Member] | |
Assets: | |
Cash | 154,942 |
Quoted prices in active markets for identical liabilities (Level 1) [Member] | Cash held in Trust Account – U.S. Money Market [Member] | |
Assets: | |
Cash | 57,340,207 |
Significant other observable inputs (Level 2) [Member] | |
Liabilities: | |
Warrant liabilities | |
Significant other observable inputs (Level 2) [Member] | Cash and Cash Equivalents [Member] | |
Assets: | |
Cash | |
Significant other observable inputs (Level 2) [Member] | Cash held in Trust Account – U.S. Money Market [Member] | |
Assets: | |
Cash | |
Significant unobservable inputs (Level 3) [Member] | |
Liabilities: | |
Warrant liabilities | 170,867 |
Significant unobservable inputs (Level 3) [Member] | Cash and Cash Equivalents [Member] | |
Assets: | |
Cash | |
Significant unobservable inputs (Level 3) [Member] | Cash held in Trust Account – U.S. Money Market [Member] | |
Assets: | |
Cash |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance | $ 316,000 |
Taxable income | 1,134,000 |
Tax Liability | $ 78,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of significant components of the company’s deferred tax assets | Dec. 31, 2021 USD ($) |
Deferred tax assets: | |
Net operation loss carryforwards | $ 316,000 |
Total deferred tax asset | 316,000 |
Valuation allowance | (316,000) |
Total |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 9 Months Ended | |||
Dec. 31, 2021 | Aug. 05, 2022 | Jun. 30, 2022 | Aug. 23, 2021 | |
Subsequent Events (Details) [Line Items] | ||||
Total consideration | $ 450,000,000 | |||
Common stock value at per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Earnout payments, description | In addition to the Initial Consideration, the Apifiny security holders (the Earnout Recipients as defined in the Merger Agreement) will also have the contingent right to earn up to 10,500,000 shares of Abri Common Stock in the aggregate (“Earnout Consideration”) as follows:• The Apifiny security holders will earn 3,000,000 shares of the Earnout Consideration, in the aggregate, if over any twenty (20) consecutive Trading Days (as defined in the Merger Agreement) during the period beginning on the date of the Closing (the “Closing Date”) and ending on the first anniversary of the Closing Date (the “First Earnout Period”), the volume-weighted average price (“VWAP”) (as defined in the Merger Agreement) of the Abri Common Stock is greater than or equal to $16.50 per share (the “First Milestone”).• The Apifiny security holders will earn an additional 3,750,000 shares of the Earnout Consideration, in the aggregate, if over any twenty (20) consecutive Trading Days during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date (the “Second Earnout Period”), the VWAP of the Abri Common Stock is greater than or equal to $23.00 per share (the “Second Milestone”).• The Apifiny security holders will earn an additional 3,750,000 shares of the Earnout Consideration, in the aggregate, if within any twenty (20) consecutive Trading Day during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date (the “Third Earnout Period” and together with the First Earnout Period and the Second Earnout Period, each, an “Earnout Period” and collectively, the “Earnout Periods”), the VWAP of the Abri Common Stock is greater than or equal to $30.00 per share(the “Third Milestone” and together with the First Milestone and the Second Milestone, the “Earnout Milestones”).• Upon the first Change in Control to occur during the applicable Earnout Period, if the corresponding price per share of Abri Common Stock in connection with such Change in Control is equal to or greater than any applicable Earnout Milestone or Milestones, the Apifiny security holders will earn the shares of the Earnout Consideration issuable in respect to such Earnout Milestone or Milestones as described above as of immediately prior to the Change of Control. | |||
Deposited in trust account | $ 573,392 | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Deposited in trust account | $ 573,392 | |||
Class A Common Stock [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Common stock value at per share | $ 10 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of exercise price could be less than the most recent fair value of the common shares - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Schedule Of Exercise Price Could Be Less Than The Most Recent Fair Value Of The Common Shares Abstract | ||
Convertible debt | 80,000 | 80,000 |
Total | 80,000 | 80,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of condensed statement of operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Condensed Statement Of Operations Abstract | |||
Net loss | $ (386,732) | $ (1,709,339) | |
Accretion of temporary equity to redemption value | (1,195,374) | (2,294,875) | $ (1,733,440) |
Net loss including accretion of temporary equity to redemption value | $ (1,582,106) | $ (4,004,214) | $ (2,861,052) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Common Shares Subject to Redemption [Member] | |||||
Numerator: | |||||
Allocation of net loss including accretion of temporary equity | $ (1,215,716) | $ (3,076,903) | $ (1,883,391) | ||
Accretion of temporary equity to redemption value | 1,195,371 | 2,294,875 | 1,733,440 | ||
Allocation of net loss | $ (20,342) | $ (782,028) | $ (149,951) | ||
Denominator: | |||||
Weighted-average shares outstanding (in Shares) | 5,733,920 | 5,733,920 | 2,789,393 | ||
Basic and diluted net loss per share (in Dollars per share) | $ 0 | $ (0.14) | |||
Non-redeemable Common Shares [Member] | |||||
Numerator: | |||||
Allocation of net loss including accretion of temporary equity | $ (366,390) | $ (927,311) | $ (977,661) | ||
Accretion of temporary equity to redemption value | |||||
Allocation of net loss | $ (366,390) | $ (927,311) | $ (977,661) | ||
Denominator: | |||||
Weighted-average shares outstanding (in Shares) | 1,728,078 | 1,247,940 | 1,091,947 | 1,728,078 | 1,447,964 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.21) | $ (0.02) | $ (0.03) | $ (0.54) | |
Numerator: | |||||
Net loss | $ (30,939) | $ (31,434) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Common Shares Subject to Redemption [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items] | ||
Basic and diluted net loss per share | $ 0 | $ (0.14) |
Non-redeemable Common Shares [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items] | ||
Basic and diluted net loss per share | $ (0.21) | $ (0.54) |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of common stock subject to possible redemption reflected on the balance sheet - USD ($) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Common Stock Subject To Possible Redemption Reflected On The Balance Sheet Abstract | ||
Gross proceeds from Initial Public Offering | $ 57,339,200 | $ 57,338,908 |
Less: | ||
Fair Value of Public Warrants at Issuance | (3,201,883) | (3,201,883) |
Offering Costs allocated to common stock subject to possible redemption | (3,547,468) | (3,547,176) |
Plus: | ||
Accretion of common stock subject to possible redemption amount | 4,028,315 | 1,733,440 |
Common stock subject to possible redemption | $ 54,618,164 | $ 52,323,289 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of levels 1, 2, and 3 within the fair value hierarchy - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Warrant liabilities [Member] | ||
Fair Value Measurements (Details) - Schedule of levels 1, 2, and 3 within the fair value hierarchy [Line Items] | ||
Level 3 financial instruments begininng | $ 103,109 | $ 170,867 |
Level 3 financial instruments ending | 103,109 | |
Change in fair value | (41,244) | (67,758) |
Transfer to Level 2 | (61,865) | |
Total Level 3 Financial Instruments [Member] | ||
Fair Value Measurements (Details) - Schedule of levels 1, 2, and 3 within the fair value hierarchy [Line Items] | ||
Level 3 financial instruments begininng | 103,109 | 170,867 |
Level 3 financial instruments ending | 103,109 | |
Change in fair value | (41,244) | $ (67,758) |
Transfer to Level 2 | $ (61,865) |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | $ 156,755 | $ 154,942 |
Marketable securities held in Trust Account – U.S. Money Market | 57,383,990 | 57,340,207 |
Warrant liabilities | 61,865 | 170,867 |
Fair value measurements at reporting date using: Quoted prices in active markets for identical liabilities (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | 156,755 | 154,942 |
Marketable securities held in Trust Account – U.S. Money Market | 57,383,990 | 57,340,207 |
Warrant liabilities | ||
Fair value measurements at reporting date using: Significant other observable inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Marketable securities held in Trust Account – U.S. Money Market | ||
Warrant liabilities | 61,865 | |
Fair value measurements at reporting date using: Significant unobservable inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Marketable securities held in Trust Account – U.S. Money Market | ||
Warrant liabilities | $ 170,867 |