Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Abri SPAC I, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 2,980,450 | |
Amendment Flag | false | |
Entity Central Index Key | 0001854583 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40723 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2861807 | |
Entity Address, Address Line One | 9663 Santa Monica Blvd | |
Entity Address, Address Line Two | No. 1091 | |
Entity Address, City or Town | Beverly Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90210 | |
City Area Code | (424) | |
Local Phone Number | 732-1021 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one share of Common Stock and one Redeemable Warrant | ||
Document Information Line Items | ||
Trading Symbol | ASPAU | |
Title of 12(b) Security | Units, each consisting of one share of Common Stock and one Redeemable Warrant | |
Security Exchange Name | NASDAQ | |
Common Stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | ASPA | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Warrants, each exercisable for one share of Common Stock for $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | ASPAW | |
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock for $11.50 per share | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 279,317 | $ 381,293 |
Prepaid expenses and other current assets | 178,419 | 252,463 |
Total current assets | 457,736 | 633,756 |
Marketable securities held in Trust Account | 13,233,912 | 12,841,399 |
Total assets | 13,691,648 | 13,475,155 |
Current liabilities: | ||
Accounts payable and accrued expenses | 336,908 | 441,739 |
Accrued legal fees | 2,369,248 | 2,113,078 |
Total current liabilities | 2,706,156 | 2,554,817 |
Promissory notes, related party | 1,321,784 | 1,146,784 |
Convertible promissory notes, related party | 1,600,000 | 1,250,000 |
Warrant liabilities | 26,514 | 17,676 |
Deferred underwriting commissions | 1,500,000 | 1,500,000 |
Total liabilities | 7,154,454 | 6,469,277 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, par value $0.0001, 100,000,000 shares authorized; 1,252,372 shares outstanding | 13,148,995 | 12,841,399 |
Stockholders’ deficit: | ||
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 | ||
Accumulated deficit | (6,611,974) | (5,835,694) |
Total stockholders’ deficit | (6,611,801) | (5,835,521) |
Total liabilities, redeemable common stock and stockholders’ deficit | $ 13,691,648 | $ 13,475,155 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
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 | 1,252,372 | 1,252,372 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, share issued | ||
Preferred stock, share outstanding | ||
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 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Professional fees | $ 420,133 | $ 1,092,462 |
Selling, general and administrative | 157,723 | 303,247 |
Total operating expenses | 577,856 | 1,395,709 |
Loss from operations | (577,856) | (1,395,709) |
Other income: | ||
Interest income | 142,010 | 5,344 |
Change in fair value of warrant liabilities | (8,838) | 67,758 |
Loss before income taxes | (444,684) | (1,322,607) |
Provision for income taxes | (24,000) | |
Net loss | $ (468,684) | $ (1,322,607) |
Redeemable Shares | ||
Other income: | ||
Weighted-average common shares outstanding, basic (in Shares) | 1,252,372 | 5,733,920 |
Basic net loss per share (in Dollars per share) | $ (0.01) | $ (0.13) |
Non-Redeemable Shares | ||
Other income: | ||
Weighted-average common shares outstanding, basic (in Shares) | 1,728,078 | 1,728,078 |
Basic net loss per share (in Dollars per share) | $ (0.26) | $ (0.32) |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Redeemable Shares | ||
Weighted-average common shares outstanding, diluted | 1,252,372 | 5,733,920 |
Diluted net loss per share | $ (0.01) | $ (0.13) |
Non-Redeemable Shares | ||
Weighted-average common shares outstanding, diluted | 1,728,078 | 1,728,078 |
Diluted net loss per share | $ (0.26) | $ (0.32) |
Condensed Statements of Change
Condensed Statements of Change in Stockholders’ Equity (Deficit) and Redeemable Common Stock (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Common Stock Subject to Possible Redemption | Total |
Balance at Dec. 31, 2021 | $ 173 | $ 4,262,491 | $ (1,127,612) | $ 52,323,289 | $ 3,135,052 |
Balance (in Shares) at Dec. 31, 2021 | 1,728,078 | 5,733,920 | |||
Accretion of common stock to redemption value | (1,094,157) | (5,344) | $ 1,099,501 | (1,099,501) | |
Net loss | (1,322,607) | (1,322,607) | |||
Balance at Mar. 31, 2022 | $ 173 | 3,168,334 | (2,455,563) | $ 53,422,790 | 712,944 |
Balance (in Shares) at Mar. 31, 2022 | 1,728,078 | 5,733,920 | |||
Balance at Dec. 31, 2022 | $ 173 | (5,835,694) | $ 12,841,399 | (5,835,521) | |
Balance (in Shares) at Dec. 31, 2022 | 1,728,078 | 1,252,372 | |||
Accretion of common stock to redemption value | (307,596) | $ 307,596 | (307,596) | ||
Net loss | (468,684) | (468,684) | |||
Balance at Mar. 31, 2023 | $ 173 | $ (6,611,974) | $ 13,148,995 | $ (6,611,801) | |
Balance (in Shares) at Mar. 31, 2023 | 1,728,078 | 1,252,372 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (468,684) | $ (1,322,607) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | 8,838 | (67,758) |
Interest earned on marketable securities held in Trust Account | (5,344) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 74,044 | 6,415 |
Accounts payable and accrued expenses | 151,339 | 939,354 |
Net cash used in operating activities | (234,463) | (449,940) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investments in marketable securities held in Trust Account | (392,513) | |
Net cash used in investing activities | (392,513) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible promissory notes, related party | 350,000 | |
Proceeds from notes payable - related party | 175,000 | 300,000 |
Net cash provided by financing activities | 525,000 | 300,000 |
NET CHANGE IN CASH | (101,976) | (149,940) |
Cash - Beginning of period | 381,293 | 154,942 |
Cash - End of period | 279,317 | 5,002 |
Non-cash investing and financing activities: | ||
Accretion of common stock to redemption value | $ 307,596 | $ 1,099,501 |
Nature of the Organization and
Nature of the Organization and Business | 3 Months Ended |
Mar. 31, 2023 | |
Nature of the Organization and Business [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”). Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Abri SPAC I, Inc. As of March 31, 2023, and the date of this filing, the Company had not commenced core operations. All activity for the period from March 18, 2021 (inception) through March 31, 2023 related to organizational activities, those necessary to consummate the initial public offering (“IPO”) and identify a target company for a business combination earliest. The Company generates non-operating income in the form of interest income and gains from the marketable securities held in the Trust Account (as defined below), and gains or losses from the change in fair value of the warrant liabilities. The registration statement pursuant to which the Company registered its securities offered in the IPO was declared effective on August 9, 2021. On August 12, 2021, the Company consummated its IPO 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 option to purchase up to an additional 750,000 Units at the IPO price to cover over-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 (“Abri Ventures”), 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 IPO on August 12, 2021, an amount of $50,000,000 net proceeds from the IPO 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 under the Investment Company Act which invest only in direct U.S. government treasury obligations so that we are not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account, the Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the IPO (or up to 18 months from the closing of this offering with the mandatory extensions of the period of time to consummate an Initial Business Combination) or (B) with respect to any other provision relating to stockholders’ rights or pre-Initial Business Combination activity; or (iii) absent an Initial Business Combination within 12 months from the closing of the IPO (or up to 18 months from the closing of this offering with the mandatory extensions of the period of time to consummate an Initial Business Combination), the return of the funds held in the Trust Account to the public stockholders as part of redemption of the public shares. On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over-allotment option in part and, on August 23, 2021, the underwriters purchased 733,920 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the over-allotment option, generating additional gross proceeds of $7,339,200. On August 23, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 18,348 Private Units at $10.00 per additional Private Unit (the “Additional Private Units”), generating additional gross proceeds of $183,480. A total of $7,339,200 of the net proceeds from the sale of the Additional Units and the Additional Private Units was deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account on that date to $57,339,200. 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 Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect an Initial Business Combination. 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 expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations, as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after our Initial Business Combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after our Initial Business Combination. 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 commissions 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 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, 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations. As of March 31, 2023, the amount in the Trust Account is approximately $10.57 per public share. The shares of common stock subject to redemption was classified as temporary equity upon the completion of the IPO 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 an Initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an Initial 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 IPO (the “Combination Period”) on August 9, 2021 to complete the Initial Business Combination. On August 5, 2022, pursuant to the Company’s certificate of incorporation and investment trust agreement, 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. On November 1, 2022, in connection with a second extension, Abri deposited $573,392 (or $0.10 for each share of common stock issued in the IPO) into the Trust Account to extend the time to complete a business combination to February 12, 2023. If the Company is unable to complete its Initial Business Combination within such 18-month period from the closing of the IPO 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. 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 prior to February 12, 2023, unless the Company extends the time to complete its Initial Business Combination. On February 6, 2023, Abri deposited an additional $87,500 into the Trust Account to extend the time to complete a business combination to March 12, 2023. On March 10, 2023, Abri deposited an additional $87,500 into the Trust Account to extend the time to complete a business combination to April Trust Account Redemptions On December 9, 2022, the Company held a special meeting of stockholders at which such stockholders voted to amend the Company’s amended and restated certificate of incorporation and its investment trust agreement, giving the Company the right to extend the date by which the Company must complete its Initial Business Combination up to six times for an additional one month each time, from February 12, 2023 to August 12, 2023, by depositing $87,500 into the Trust Account for each one-month extension. In connection with the special meeting, 4,481,548 shares of common stock were tendered for redemption, resulting in redemption payments of $45,952,278 out of the Trust Account. On February 6, 2023, Abri deposited an additional $87,500 into the Trust Account to extend the time to complete a business combination to March Risks and Uncertainties Management continues to evaluate the impact of the Russia-Ukraine war on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position, results of its operations, and/or search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Going Concern and Management Liquidity Plans As of March 31, 2023, the Company had cash of $279,317 and working capital deficiency of $2,248,420. Our liquidity needs through the date of this filing had been satisfied through proceeds from notes payable and advances from a 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 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 raise substantial doubt about our ability to continue as a going concern. |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements have been prepared in accordance with U.S. GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). 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. 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 March 31, 2023, and its results of operations for the three months ended March 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 or December 31, 2022. Marketable Securities Held in Trust Account The Company has marketable securities held in the Trust Account consisting of securities held in a money market fund that invests in U. S. governmental securities with a maturity of 180 days or less which meet certain conditions under Rule 2a-7 under the Investment Company Act. Marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income in the consolidated statements of operations. The estimated fair values of the investments held in the Trust Account are determined using available market information. Warrant Liabilities 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 at each balance sheet date until the Private Warrants are exercised or expire, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Private Warrants will be initially and subsequently measured at the end of each reporting period using a Black-Scholes option pricing 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 (deficit) section of the Company’s balance sheets. The Company has made a policy election in accordance with ASC 480 and will accrete changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) through the time period to complete the Initial Business Combination. In connection with a redemption of shares, any unrecognized accretion will be fully recognized for shares that are redeemed. As of March 31, 2023, the Company had recorded accretion of $307,596, with unrecognized accretion of $84,916 remaining. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes 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 March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by 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. As of March 31, 2023, 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 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 fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 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 method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the shares issuable upon conversion have been excluded from the Company’s computation of net loss per common share for the three months ended March 31, 2023. 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: As of Potential shares from convertible debt 160,000 Total 160,000 The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share For the three months ended March 31, 2023, the net loss per share included within the statements of operations is based on the following: For the Three Months Ended March 31, 2023 Net loss $ (468,684 ) Accretion of temporary equity to redemption value (307,596 ) Net loss including accretion of temporary equity to redemption value $ (776,280 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (326,189 ) $ (450,091 ) Accretion of temporary equity to redemption value 307,596 — Allocation of net loss $ (18,593 ) $ (450,091 ) Denominator: Weighted-average shares outstanding 1,252,372 1,728,078 Basic and diluted net loss per share $ (0.01 ) $ (0.26 ) For the Three Months Ended March 31, 2022 Net loss $ (1,322,607 ) Accretion of temporary equity to redemption value (1,099,501 ) Net loss including accretion of temporary equity to redemption value $ (2,422,108 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,861,187 ) $ (560,921 ) Accretion of temporary equity to redemption value 1,099,501 — Allocation of net loss $ (761,686 ) $ (560,921 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.13 ) $ (0.32 ) As of March 31, 2023 and 2022, any securities and other contracts that could, potentially, be exercised or converted into ordinary shares would be antidilutive due to the Company’s loss position. 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 unaudited financial statements. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 — RELATED PARTY TRANSACTIONS Promissory Notes — 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 IPO. The note was non-interest bearing, unsecured and payable on the earlier of: (i) December 31, 2022 or (ii) the date on which the Company consummated the IPO. As of March 31, 2023, there was a zero balance outstanding under the note. On August 5 and November 1 of 2022, the Company entered a promissory notes with its Sponsor of principal amounts received of $573,392 for each note to extend the time available for the company to consummate its initial business combination. The notes are non-interest bearing, unsecured and payable on the date the Company consummates an Initial Business Combination. On February 10 and March 10 of 2023, the Company entered a promissory notes with its Sponsor of principal amounts received of $87,500 for each note to extend the time available for the company to consummate its initial business combination. The notes are non-interest bearing, unsecured and payable on the date the Company consummates an Initial Business Combination. In the event that an Initial Business Combination does not close prior to June 12, 2023 (or later if the period of time to consummate an Initial Business Combination is extended), the notes shall be deemed terminated and no amounts will be owed. As of March 31, 2023, there was $1,321,784 outstanding in the aggregate under the notes. Convertible Promissory Notes — Related Party During 2022, the Company entered into four convertible promissory notes with its Sponsor for aggregate principal amounts received of $1,250,000 (the “2022 Convertible Promissory Notes”). The first convertible promissory note of $300,000 was used for a portion of the expenses of the IPO. The remaining borrowings were used for operating expenses. All of the notes are non-interest bearing, unsecured and payable on the date the Company consummates a Business Combination. In the event that a Business Combination does not close prior to June 12, 2023 (or up to August 12, 2023 if the period of time to consummate an Initial Business Combination is extended), the notes shall be deemed terminated and no amounts will be owed. At any time, up to a day prior to the closing of an Initial Business Combination, the holder may convert the principal amounts into private units of the Company at a conversion price of $10.00 per unit. As of March 31, 2023, there was $1,250,000 outstanding under the 2022 Convertible Promissory Notes. During the first quarter of 2023, the Company entered into convertible promissory notes with its Sponsor of aggregate principal amounts of $350,000 to be used for operating expenses (the “2023” Convertible Promissory Notes”). The 2023 Convertible Promissory Notes carry the same terms as the 2022 Convertible Promissory Notes. As of March 31, 2023, there was $350,000 outstanding under the 2023 Convertible Promissory Notes. 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. The Company recorded $30,000 related to these fees during the three months ended March 31, 2023 and 2022. As of March 31, 2023 and December 31, 2022, the Company owed the Sponsor $40,000 and $10,000, respectively, under this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 — COMMITMENTS AND CONTINGENCIES Merger Agreement with DLQ On September 9, 2022, the Company, entered into a Merger Agreement (the “Merger Agreement”) by and among Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Abri (“Merger Sub”), Logiq, Inc., a Delaware corporation (“DLQ Parent”) whose common stock is quoted on the OTCQX Market under the ticker symbol, “LGIQ”, and DLQ, Inc., a Nevada corporation (“DLQ”) and wholly owned subsidiary of DLQ Parent. Pursuant to the terms of the Merger Agreement, a business combination between the Company and DLQ will be effected through the merger of Merger Sub with and into DLQ, with DLQ surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). The board of directors of the Company has (i) approved and declared advisable the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of the Company. The Merger is expected to be consummated after obtaining the required approval by the stockholders of the Company, DLQ and DLQ Parent and the satisfaction of certain other customary closing conditions. The total consideration to be paid at Closing (the “Merger Consideration”) by the Company to DLQ security holders will be an amount equal to $114,000,000. The Merger Consideration will be payable in shares of common stock, par value $0.0001 per share, of the Company (“Abri Common Stock”). DLQ Management Earnout Agreement In connection with the execution of the Merger Agreement, Abri and the Sponsor will enter into a management earnout agreement (the “ Management Earnout Agreement Management ● 500,000 Management Earnout Shares will be earned and released upon satisfaction of the First Milestone Event (as defined in the Management Earnout Agreement); ● 650,000 Management Earnout Shares will be earned and released upon satisfaction of the Second Milestone Event (as defined in the Management Earnout Agreement); and ● 850,000 Management Earnout Shares will be earned and released upon satisfaction of the Third Milestone Event (as defined in the Management Earnout Agreement). If the Company has not consummated an initial business combination by June 12, 2023 (or up to August 12, 2023 if the time period to consummate the Initial Business Combination is extended), the Company will be required to dissolve and liquidate. If the Company anticipates that it may not be able to consummate its initial business combination on or before June 12, 2023, the Company may, but is not obligated to, extend the period of time to consummate an Initial Business Combination, for another three times by an additional one month each time through August 12, 2023. 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 IPO. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination. The holders of the Founder Shares have agreed not to transfer, assign or sell any of the such shares (except to certain permitted transferees) until, with respect to 50% of such shares, the earlier of six months after the date of the consummation of our Initial Business Combination and the date on which the closing price of our common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of our Initial Business Combination and, with respect to the remaining 50% of such shares, six months after the date of the consummation of our Initial Business Combination, or earlier in each case if, subsequent to our 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 was exercised in part) exercisable, in whole or in part, at $11.50 per unit, commencing on the consummation of our Initial Business Combination. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the commencement of sales in this offering. The option and the 300,000 units, as well as the 300,000 shares of common stock, and the warrants to purchase 300,000 shares of common stock that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement or the commencement of sales in the IPO pursuant to Rule 5110(e)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition of the securities. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of the Company’s initial prospectus except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders demand and “piggy-back” rights of the securities directly and indirectly issuable upon exercise of the option. 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. We will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of shares of common stock at a price below its exercise price. We will have no obligation to net cash settle the exercise of the purchase option or the warrants underlying the purchase option. The holder of the purchase option will not be entitled to exercise the purchase option or the warrants underlying the purchase option unless a registration statement covering the securities underlying the purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the purchase option or underlying warrants, the purchase option or warrants, as applicable, will expire worthless. 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_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 5 — STOCKHOLDERS’ DEFICIT 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. Authorized Stock The Company has authorized 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 IPO. The warrants will expire five years after the completion of our Initial Business Combination, or earlier upon redemption. 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: ● 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. 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 share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If 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 March 31, 2023 and December 31, 2022, there were 1,252,372 shares of common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance sheets. The balances of common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table: Common stock subject to possible redemption as of December 31, 2021 $ 52,323,289 Plus: Accretion of common stock subject to possible redemption 6,470,389 Less: Common stock redeemed on December 19, 2022 (45,952,279 ) Common stock subject to possible redemption as of December 31, 2022 12,841,399 Plus: Accretion of common stock subject to possible redemption 307,596 Common stock subject to possible redemption as of March 31, 2023 $ 13,148,995 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants [Abstract] | |
WARRANTS | NOTE 6 — WARRANTS On August 12, 2021, the Company consummated its IPO 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 option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments. Simultaneously with the consummation of the closing of the IPO, 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 IPO, 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 was exercised in part) exercisable, in whole or in part, at $11.50 per unit, commencing on the consummation of our Initial Business Combination. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the commencement of sales in this offering. The option and the 300,000 units, as well as the 300,000 shares of common stock, and the warrants to purchase 300,000 shares of common stock that may be issued upon exercise of the option have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of our registration statement, or August 9, 2021. As of August 12, 2021, the Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to stockholders’ equity. On August 19, 2021, the underwriters notified the Company of their intent to exercise of the over-allotment option in part and, on August 23, 2021, the underwriters purchased 733,920 Additional Units at $10.00 per Additional Unit upon the closing of the over-allotment option, generating additional gross proceeds of $7,339,200. 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, with each Additional Private Unit consisting of one share of common stock, $0.0001 par value, and one redeemable warrant. 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 IPO. 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 period for the Private Warrants extends to 30 days after the completion of the Company’s Initial Business Combination. Each Private Unit, Additional Unit and Additional Private Unit are identical to the Unit from our IPO 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 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 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 or liability-classified instruments based on an assessment of the warrants’ specific terms and ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. Pursuant to such evaluation, the Company further evaluated the Public and Private Warrants under 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 IPO. 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 accounted 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 | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7 — 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 Private Warrants are valued as Level 2 instruments. The estimated fair value of the Private Warrants is determined using Level 2 inputs for the year ended March 31, 2023. Inherent in a Black-Scholes pricing model are assumptions related to dividend yield, term, volatility and risk-free rate. The Company estimates the volatility of its common shares based on management’s understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S. Treasury rate matching the expected term of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing our Initial Business Combination. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The fair value of the Private Warrants as of March 31, 2023 was $26,514, which was determined by the Black-Scholes Pricing Model with the following assumptions: dividend yield of 0%, term of 2.5 years, volatility of 0.8%, exercise price of $11.50 and risk-free rate of 3.94%. The following table presents the change in fair value from December 31, 2022 to March 31, 2023: Warrant Level 2 financial instruments as of December 31, 2022 $ 17,676 Change in fair value 8,838 Level 2 financial instruments as of March 31, 2023 $ 26,514 The change in fair value was recorded as a loss in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2023. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at reporting Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account $ 13,233,912 $ 13,233,912 $ - $ - Liabilities: Warrant liabilities $ 26,514 $ - $ 26,514 $ - The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Fair value measurements at reporting Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account $ 12,841,399 $ 12,841,399 $ - $ - Liabilities: Warrant liabilities $ 17,676 $ - $ 17,676 $ - |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 8 — INCOME TAXES The Company accounts for income taxes under ASC 740, which provides for an asset and liability approach of accounting for income taxes. The income tax provision for the three months ended March 31, 2023 and 2022 was as follows: March 31, 2023 2022 Current: U.S. federal $ 24,000 $ - State and local - - 24,000 - Deferred: U.S. federal 115,000 264,000 State and local - 86,000 115,000 350,000 Change in valuation allowance (115,000 ) (350,000 ) Provision for income taxes $ 24,000 $ - A reconciliation of the federal income tax rates to the Company’s effective tax rates for the three months ended March 31, 2023 and 2022 consist of the following: March 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % Effects of: State taxes, net of federal benefit - % - % Change in warrant liabilities (0.4 )% (1.1 )% Change in valuation allowance (26.0 )% (19.9 )% Effective rate (5.4 )% - % Significant components of the Company’s deferred tax assets as of March 31, 2023 and December 31, 2022 are summarized below. March 31, December 31, Deferred tax assets: Startup costs $ 1,001,000 $ 886,000 Total deferred tax asset 1,001,000 886,000 Valuation allowance (1,001,000 ) (886,000 ) $ - $ - 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 strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required since the Company has no history of generating taxable income. Therefore, a valuation allowance of $1,001,000 and $886,000 was recorded as of March 31, 2023 and December 31, 2022 respectively. 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 March 31, 2023 and December 31, 2022, the Company had no federal or state net operating loss carryforwards available to offset future taxable income. 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS On April 11 and May 12, 2023, Abri received proceeds of $87,500, each time upon entering into a non-convertible promissory notes with a related party. Abri deposited all proceeds into the Trust Account to extend the time to complete a business combination to June 12, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited financial statements have been prepared in accordance with U.S. GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). 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. |
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 March 31, 2023, and its results of operations for the three months ended March 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash Equivalents | Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 or December 31, 2022. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company has marketable securities held in the Trust Account consisting of securities held in a money market fund that invests in U. S. governmental securities with a maturity of 180 days or less which meet certain conditions under Rule 2a-7 under the Investment Company Act. Marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income in the consolidated statements of operations. The estimated fair values of the investments held in the Trust Account are determined using available market information. |
Warrant Liabilities | Warrant Liabilities 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 at each balance sheet date until the Private Warrants are exercised or expire, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Private Warrants will be initially and subsequently measured at the end of each reporting period using a Black-Scholes option pricing 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 (deficit) section of the Company’s balance sheets. The Company has made a policy election in accordance with ASC 480 and will accrete changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) through the time period to complete the Initial Business Combination. In connection with a redemption of shares, any unrecognized accretion will be fully recognized for shares that are redeemed. As of March 31, 2023, the Company had recorded accretion of $307,596, with unrecognized accretion of $84,916 remaining. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes 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 March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by 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 March 31, 2023, 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 Measurement |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 | 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 |
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 method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the shares issuable upon conversion have been excluded from the Company’s computation of net loss per common share for the three months ended March 31, 2023. 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: As of Potential shares from convertible debt 160,000 Total 160,000 The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share For the three months ended March 31, 2023, the net loss per share included within the statements of operations is based on the following: For the Three Months Ended March 31, 2023 Net loss $ (468,684 ) Accretion of temporary equity to redemption value (307,596 ) Net loss including accretion of temporary equity to redemption value $ (776,280 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (326,189 ) $ (450,091 ) Accretion of temporary equity to redemption value 307,596 — Allocation of net loss $ (18,593 ) $ (450,091 ) Denominator: Weighted-average shares outstanding 1,252,372 1,728,078 Basic and diluted net loss per share $ (0.01 ) $ (0.26 ) For the Three Months Ended March 31, 2022 Net loss $ (1,322,607 ) Accretion of temporary equity to redemption value (1,099,501 ) Net loss including accretion of temporary equity to redemption value $ (2,422,108 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,861,187 ) $ (560,921 ) Accretion of temporary equity to redemption value 1,099,501 — Allocation of net loss $ (761,686 ) $ (560,921 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.13 ) $ (0.32 ) As of March 31, 2023 and 2022, any securities and other contracts that could, potentially, be exercised or converted into ordinary shares would be antidilutive due to the Company’s loss position. 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. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
Schedule of exercise price could be less than the most recent fair value of the common shares | As of Potential shares from convertible debt 160,000 Total 160,000 |
Schedule of condensed statement of operations | For the Three Months Ended March 31, 2023 Net loss $ (468,684 ) Accretion of temporary equity to redemption value (307,596 ) Net loss including accretion of temporary equity to redemption value $ (776,280 ) Net loss $ (1,322,607 ) Accretion of temporary equity to redemption value (1,099,501 ) Net loss including accretion of temporary equity to redemption value $ (2,422,108 ) |
Schedule of basic and diluted net income (loss) per share | Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (326,189 ) $ (450,091 ) Accretion of temporary equity to redemption value 307,596 — Allocation of net loss $ (18,593 ) $ (450,091 ) Denominator: Weighted-average shares outstanding 1,252,372 1,728,078 Basic and diluted net loss per share $ (0.01 ) $ (0.26 ) Common Non-redeemable Basic and diluted net loss per share: Numerator: Allocation of net loss including accretion of temporary equity $ (1,861,187 ) $ (560,921 ) Accretion of temporary equity to redemption value 1,099,501 — Allocation of net loss $ (761,686 ) $ (560,921 ) Denominator: Weighted-average shares outstanding 5,733,920 1,728,078 Basic and diluted net loss per share $ (0.13 ) $ (0.32 ) |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock subject to possible redemption reflected on the balance sheets | Common stock subject to possible redemption as of December 31, 2021 $ 52,323,289 Plus: Accretion of common stock subject to possible redemption 6,470,389 Less: Common stock redeemed on December 19, 2022 (45,952,279 ) Common stock subject to possible redemption as of December 31, 2022 12,841,399 Plus: Accretion of common stock subject to possible redemption 307,596 Common stock subject to possible redemption as of March 31, 2023 $ 13,148,995 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of change in fair value | Warrant Level 2 financial instruments as of December 31, 2022 $ 17,676 Change in fair value 8,838 Level 2 financial instruments as of March 31, 2023 $ 26,514 |
Schedule of assets that are measured at fair value on a recurring basis | Fair value measurements at reporting Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account $ 13,233,912 $ 13,233,912 $ - $ - Liabilities: Warrant liabilities $ 26,514 $ - $ 26,514 $ - Fair value measurements at reporting Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account $ 12,841,399 $ 12,841,399 $ - $ - Liabilities: Warrant liabilities $ 17,676 $ - $ 17,676 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of income tax provision | March 31, 2023 2022 Current: U.S. federal $ 24,000 $ - State and local - - 24,000 - Deferred: U.S. federal 115,000 264,000 State and local - 86,000 115,000 350,000 Change in valuation allowance (115,000 ) (350,000 ) Provision for income taxes $ 24,000 $ - |
Schedule of federal income tax rates | March 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % Effects of: State taxes, net of federal benefit - % - % Change in warrant liabilities (0.4 )% (1.1 )% Change in valuation allowance (26.0 )% (19.9 )% Effective rate (5.4 )% - % |
Schedule of deferred tax assets | March 31, December 31, Deferred tax assets: Startup costs $ 1,001,000 $ 886,000 Total deferred tax asset 1,001,000 886,000 Valuation allowance (1,001,000 ) (886,000 ) $ - $ - |
Nature of the Organization an_2
Nature of the Organization and Business (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Nov. 01, 2022 | Aug. 12, 2021 | Aug. 23, 2021 | Mar. 31, 2023 | May 11, 2023 | Apr. 11, 2023 | Mar. 10, 2023 | Feb. 12, 2023 | Feb. 06, 2023 | Aug. 05, 2022 | |
Nature of the Organization and Business (Details) [Line Items] | ||||||||||
Private sale units (in Shares) | 276,250 | |||||||||
Purchase price per unit (in Dollars per share) | $ 10 | |||||||||
Generating gross proceeds | $ 183,480 | $ 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 trust account | $ 57,339,200 | |||||||||
Percentage of fair market value | 80% | |||||||||
Percentage of outstanding voting rights | 50% | |||||||||
General and administrative services | $ 10,000 | |||||||||
Trust account public stockholders | $ 10,000 | |||||||||
Total gross proceeds raised percentage | 3% | |||||||||
Warrant price per share (in Dollars per share) | $ 1 | |||||||||
Public per share (in Dollars per share) | $ 10.57 | |||||||||
Net tangible assets | $ 5,000,001 | |||||||||
Deposited in trust account | $ 573,392 | |||||||||
Additional deposited amount | $ 87,500 | $ 87,500 | ||||||||
Trust account | $ 87,500 | |||||||||
Shares of common stock (in Shares) | 4,481,548 | |||||||||
Redemption of trust account | $ 45,952,278 | |||||||||
Cash | 279,317 | |||||||||
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 | |||||||||
Gross proceeds | $ 50,000,000 | |||||||||
Offering costs | $ 973,988 | |||||||||
Additional shares (in Shares) | 750,000 | |||||||||
Net proceeds | $ 50,000,000 | |||||||||
Maturity terms | 185 days | |||||||||
Public shares redeem percentage | 100% | |||||||||
Cash | 2,248,420 | |||||||||
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] | ||||||||||
Additional deposited amount | $ 87,500 | |||||||||
Additional deposit | $ 87,500 | |||||||||
Trust Account Redemptions [Member] | ||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||
Additional deposited amount | $ 87,500 | $ 87,500 | ||||||||
Trust Account Redemptions [Member] | Subsequent Event [Member] | ||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||
Additional deposited amount | $ 87,500 | |||||||||
Additional deposit | $ 87,500 | |||||||||
Business Combination [Member] | ||||||||||
Nature of the Organization and Business (Details) [Line Items] | ||||||||||
Initial business combination | $ 750,000 | |||||||||
Initial business combination description | Abri deposited $573,392 (or $0.10 for each share of common stock issued in the IPO) into the Trust Account to extend the time to complete a business combination to February 12, 2023. If the Company is unable to complete its Initial Business Combination within such 18-month period from the closing of the IPO 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 $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
Amount of company accretion | $ 307,596 |
Unrecognized accretion | $ 84,916 |
IPO [Member] | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
Maturity terms | 180 days |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - Schedule of exercise price could be less than the most recent fair value of the common shares | 3 Months Ended |
Mar. 31, 2023 shares | |
Schedule of Exercise Price Could be Less than the Most Recent Fair Value of the Common Shares [Abstract] | |
Potential shares from convertible debt | 160,000 |
Total | 160,000 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details) - Schedule of condensed statement of operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Condensed Statement of Operations [Abstract] | ||
Net loss | $ (468,684) | $ (1,322,607) |
Less: Accretion of temporary equity to redemption value | (307,596) | (1,099,501) |
Net loss including accretion of temporary equity to redemption value | $ (776,280) | $ (2,422,108) |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Common Shares Subject to Redemption [Member] | ||
Numerator: | ||
Allocation of net loss including accretion of temporary equity | $ (326,189) | $ (1,861,187) |
Accretion of temporary equity to redemption value | 307,596 | 1,099,501 |
Allocation of net loss | $ (18,593) | $ (761,686) |
Denominator: | ||
Weighted-average shares outstanding (in Shares) | 1,252,372 | 5,733,920 |
Basic net income (loss) per share (in Dollars per share) | $ (0.01) | $ (0.13) |
Non-redeemable Common Shares [Member] | ||
Numerator: | ||
Allocation of net loss including accretion of temporary equity | $ (450,091) | $ (560,921) |
Accretion of temporary equity to redemption value | ||
Allocation of net loss | $ (450,091) | $ (560,921) |
Denominator: | ||
Weighted-average shares outstanding (in Shares) | 1,728,078 | 1,728,078 |
Basic net income (loss) per share (in Dollars per share) | $ (0.26) | $ (0.32) |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Common Shares Subject to Redemption [Member] | ||
Organization and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items] | ||
Weighted-average common shares outstanding, diluted | 1,252,372 | 5,733,920 |
Diluted net income (loss) per share | $ (0.01) | $ (0.13) |
Non-redeemable Common Shares [Member] | ||
Organization and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items] | ||
Weighted-average common shares outstanding, diluted | 1,728,078 | 1,728,078 |
Diluted net income (loss) per share | $ (0.26) | $ (0.32) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |||||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 10, 2023 | Feb. 10, 2023 | Dec. 31, 2022 | Nov. 01, 2022 | Aug. 05, 2022 | Apr. 20, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Principal amount received | $ 350,000 | $ 87,500 | $ 87,500 | $ 1,250,000 | $ 573,392 | $ 573,392 | $ 300,000 | |
Outstanding under note | 350,000 | |||||||
Outstanding aggregate amount | 1,321,784 | |||||||
Convertible promissory note | $ 300,000 | |||||||
Conversion price of per unit (in Dollars per share) | $ 10 | |||||||
Administrative and support services | $ 10,000 | |||||||
Fee amount | 30,000 | $ 30,000 | ||||||
Agreement amount | 40,000 | $ 10,000 | ||||||
Convertible Promissory Notes [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Outstanding under note | 1,250,000 | |||||||
Promissory Note [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Outstanding under note | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Aug. 23, 2021 | Aug. 12, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Total consideration (in Dollars) | $ 114,000,000,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares of common stock | 2,000,000 | |||
Founder shares percentage | 50% | |||
Common stock equals or exceeds per shares (in Dollars per share) | $ 12.5 | |||
Business combination remaining percentage | 50% | |||
Underwriters sales (in Dollars) | $ 100 | |||
Option to purchase share | 300,000 | |||
Option to purchase (in Dollars per share) | $ 11.5 | |||
Expired term | 5 years | |||
Option units | 300,000 | |||
Common stock shares | 300,000 | |||
Warrants purchased | 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. | |||
Cash payment (in Dollars) | $ 100 | |||
Over-Allotment Option [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Exercised shares | 344,035 | |||
First Milestone Event [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Management earnout shares | 500,000 | |||
Second Milestone Event [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Management earnout shares | 650,000 | |||
Third Milestone Event [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Management earnout shares | 850,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 3 Months Ended | ||
Aug. 09, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit (Details) [Line Items] | |||
Common stock, share authorized (in Shares) | 5,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Issuance shares (in Shares) | 100,000,000 | ||
Preferred stock (in Shares) | 1,000,000 | ||
Preferred stock par value | $ 0.0001 | ||
Common stock price per share | $ 11.5 | ||
Initial business combination | 1 year | ||
Warrants expiration | 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. | ||
Trigger price | $ 16.5 | ||
Warrant exercise price per share | $ 11.5 | ||
Common stock voting rights | one | ||
Common Stock Subject to Redemption [Member] | |||
Stockholders’ Deficit (Details) [Line Items] | |||
Common stock, share authorized (in Shares) | 100,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Common stock outstanding subject to possible redemption (in Shares) | 1,252,372 | 1,252,372 |
Stockholders_ Deficit (Detail_2
Stockholders’ Deficit (Details) - Schedule of common stock subject to possible redemption reflected on the balance sheets - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Common Stock Subject to Possible Redemption Reflected on the Balance Sheets [Abstract] | ||
Common stock subject to possible redemption | $ 12,841,399 | $ 52,323,289 |
Common stock subject to possible redemption | 13,148,995 | 12,841,399 |
Accretion of common stock subject to possible redemption | $ 307,596 | 6,470,389 |
Common stock redeemed on December 19, 2022 | $ (45,952,279) |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Aug. 12, 2021 | Aug. 23, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Warrants (Details) [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Private sale units | 276,250 | |||
Purchase price per unit (in Dollars per share) | $ 10 | |||
Generating gross proceeds (in Dollars) | $ 183,480 | $ 2,762,500 | ||
Underwriters sales (in Dollars) | $ 100 | |||
Option to purchase share | 300,000 | |||
Warrants expire | 5 years | |||
Option units | 300,000 | |||
Common stock shares | 300,000 | |||
Warrants purchased | 300,000 | |||
Cash payment (in Dollars) | $ 100 | |||
Purchase of additional units | 18,348 | |||
Per share price (in Dollars per share) | $ 11.5 | |||
Fair value of public warrants, per share (in Dollars per share) | $ 0.6 | |||
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 | |||
Over-Allotment Option [Member] | ||||
Warrants (Details) [Line Items] | ||||
Generating gross proceeds (in Dollars) | $ 7,339,200 | |||
Exercised shares | 344,035 | |||
Price per share (in Dollars per share) | $ 11.5 | |||
Purchase of additional units | 733,920 | |||
Per share price (in Dollars per share) | $ 10 | |||
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. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares | |
Fair Value Measurements (Details) [Line Items] | |
Fair value of private warrant (in Dollars) | $ | $ 26,514 |
Black-Scholes Pricing Model [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Dividend yield | 0% |
Term | 2 years 6 months |
Volatility | 0.80% |
Exercise price (in Dollars per share) | $ / shares | $ 11.5 |
Risk-free rate | 3.94% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of change in fair value - Warrant Liabilities [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value Measurements (Details) - Schedule of change in fair value [Line Items] | |
Level 2 financial instruments, Beginning balance | $ 17,676 |
Change in fair value | 8,838 |
Level 2 financial instruments, Ending balance | $ 26,514 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Marketable securities held in Trust Account | $ 13,233,912 | $ 12,841,399 |
Liabilities: | ||
Warrant liabilities | 26,514 | 17,676 |
Fair value measurements at reporting date using: Quoted prices in active markets for identical liabilities (Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | 13,233,912 | 12,841,399 |
Liabilities: | ||
Warrant liabilities | ||
Fair value measurements at reporting date using: Significant other observable inputs (Level 2) [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | ||
Liabilities: | ||
Warrant liabilities | 26,514 | 17,676 |
Fair value measurements at reporting date using: Significant unobservable inputs (Level 3) [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | ||
Liabilities: | ||
Warrant liabilities |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Abstract] | ||
Valuation allowance | $ 1,001,000 | $ 886,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Current: | ||
U.S. federal | $ 24,000 | |
State and local | ||
Total income tax provision | 24,000 | |
Deferred: | ||
U.S. federal | 115,000 | 264,000 |
State and local | 86,000 | |
Total income tax provision | 115,000 | 350,000 |
Change in valuation allowance | (115,000) | (350,000) |
Provision for income taxes | $ 24,000 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of federal income tax rates | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Federal Income Tax Rates [Abstract] | ||
U.S. federal statutory rate | 21% | 21% |
Effects of: | ||
State taxes, net of federal benefit | ||
Change in warrant liabilities | (0.40%) | (1.10%) |
Change in valuation allowance | (26.00%) | (19.90%) |
Effective rate | (5.40%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Deferred Tax Assets [Abstract] | ||
Startup costs | $ 1,001,000 | $ 886,000 |
Total deferred tax asset | 1,001,000 | 886,000 |
Valuation allowance | $ (1,001,000) | $ (886,000) |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 11, 2023 USD ($) |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Non-convertible promissory note | $ 87,500 |