Cover
Cover - shares | 5 Months Ended | |
Jun. 30, 2021 | Sep. 24, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40734 | |
Entity Registrant Name | Pono Capital Corp | |
Entity Central Index Key | 0001855631 | |
Entity Tax Identification Number | 86-2049355 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 643 Ilalo Street | |
Entity Address, City or Town | Honolulu | |
Entity Address, State or Province | HI | |
Entity Address, Postal Zip Code | 96813 | |
City Area Code | (808) | |
Local Phone Number | 892-6611 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
One Share of Common Class A [Member] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, three-quarters of one Redeemable Warrant | |
Trading Symbol | PONOU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Title of 12(b) Security | Class A Common stock, $0.000001 par value per share | |
Trading Symbol | PONO | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 11,500,000 | |
Redeemable Warrants [Member] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | PONOW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Condensed Balance Sheet (Unaudi
Condensed Balance Sheet (Unaudited) | Jun. 30, 2021USD ($) | |
Current assets | ||
Cash | $ 25,005 | |
Prepaid expenses | 10,000 | |
Total current assets | 35,005 | |
Non-current assets | ||
Deferred offering costs | 78,792 | |
Total non-current assets | 78,792 | |
Total assets | 113,797 | |
Current liabilities | ||
Promissory note- related party | 88,792 | |
Total current liabilities | 88,792 | |
Commitments and Contingencies (Note 6) | ||
Stockholders’ Equity | ||
Preferred stock, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock value | ||
Additional paid in capital | 25,226 | |
Accumulated deficit | (224) | |
Total stockholders’ equity | 25,005 | |
Total liabilities and stockholders’ equity | 113,797 | |
Common Class A [Member] | ||
Stockholders’ Equity | ||
Common stock value | ||
Total stockholders’ equity | ||
Common Class B [Member] | ||
Stockholders’ Equity | ||
Common stock value | 3 | [1] |
Total stockholders’ equity | $ 3 | |
[1] | Includes an aggregate of 375,000 |
Condensed Balance Sheet (Unau_2
Condensed Balance Sheet (Unaudited) (Parenthetical) | 5 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Preferred stock, par value | $ / shares | $ 0.000001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Common stock, par value | $ / shares | $ 0.000001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.000001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 2,875,000 |
Common stock, shares outstanding | 2,875,000 |
Number of shares forfeited | 375,000 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) | 5 Months Ended | |
Jun. 30, 2021USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||
Other operating expenses | $ (224) | |
Net loss | $ (224) | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 2,500,000 | [1] |
Basic and diluted net loss per common share | $ / shares | $ 0 | |
[1] | Excludes up to an aggregate of 375,000 |
Condensed Statement of Operat_2
Condensed Statement of Operations (Unaudited) (Parenthetical) | 5 Months Ended |
Jun. 30, 2021shares | |
Over-Allotment Option [Member] | Common Class B [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares forfeited excluded | 375,000 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity (Unaudited) - 5 months ended Jun. 30, 2021 - USD ($) | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at Feb. 11, 2021 | ||||||
Balance, shares at Feb. 11, 2021 | ||||||
Issuance of Class B Common stock to Sponsor (1) | [1] | $ 3 | 24,997 | 25,000 | ||
Issuance of Class B Common stock to Sponsor, shares | 2,875,000 | |||||
Capital contribution | 229 | 229 | ||||
Net loss | (224) | (224) | ||||
Balance at Jun. 30, 2021 | $ 3 | $ 25,226 | $ (224) | $ 25,005 | ||
Balance, shares at Jun. 30, 2021 | 2,875,000 | |||||
[1] | Includes up to an aggregate of 375,000 |
Condensed Statement of Change_2
Condensed Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) | 5 Months Ended |
Jun. 30, 2021shares | |
Common Class B [Member] | |
Number of shares forfeited included | 375,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 5 Months Ended |
Jun. 30, 2021USD ($) | |
Cash flow from operating activities: | |
Net loss | $ (224) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
Formation costs paid by the Sponsor in the form of capital contribution | 229 |
Net cash provided by operating activities | 5 |
Cash flows from financing activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Net cash provided by financing activities | 25,000 |
Net change in cash | 25,005 |
Cash at the beginning of the period | |
Cash at the end of the period | 25,005 |
Supplemental disclosure of non-cash financing activities: | |
Deferred offering costs paid by Sponsor | 78,792 |
Prepaid costs paid by Sponsor | $ 10,000 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Pono Capital Corp (the “Company”) is a blank check company incorporated in Delaware on February 12, 2021 As of June 30, 2021, the Company had not commenced any operations. All activity for the period from February 12, 2021 (inception) through June 30, 2021 relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Mehana Equity LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 11, 2021. On August 13, 2021, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 (see Note 6) (the “Initial Public Offering”). The Company granted the underwriter a 45-day option to purchase up to an additional 1,500,000 Units at the Initial Public Offering price to cover over-allotments, if any. Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 469,175 10.00 4,691,750 Subsequently, on August 18, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units occurred (the “Over-allotment Option Units”). The total aggregate issuance by the Company of 1,500,000 units at a price of $ 10.00 per unit resulted in total gross proceeds of $ 15,000,000 . On August 18, 2021, simultaneously with the sale of the Over-allotment Option Units, the Company consummated the private sale of an additional 52,500 Placement Units, generating gross proceeds of $ 525,000 . The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. A total of $ 116,725,000 Transaction costs of the Initial Public Offering amounted to $ 6,168,893 consisting of $ 1,950,000 of underwriting fees, $ 3,450,000 of deferred underwriting fees (see Note 6) and $ 768,893 of other costs. Following the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $ 823,378 25,005 53,787 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 The Company will have until August 13, 2022 (or up to February 11, 2023, as applicable) to consummate a Business Combination. If the Company is unable to complete a Business Combination within 12 months (or up to 18 months from the closing of this offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $ 1,000,000 1,150,000 0.10 100 The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount per Unit in the trust account ($ 10.15 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.15 PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Liquidity and Management’s Plans Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may provide us up to $ 1,500,000 Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in they do not include all the information and footnotes necessary for a complete presentation of financial position, results statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Report on Form 8-K, as filed with the SEC on August 16, 2021. The interim results for the period ended June 30, 2021 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, 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. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 25,005 no Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A common stock or the statement of operations based on the relative value of the Class A common stock and the Warrants to the proceeds received from the Units sold upon the completion of the IPO. As of June 30, 2021, the Company had deferred offering costs of $ 78,792 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized ASC Topic 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’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of June 30 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the period from February 12, 2021 (inception) through June 30, 2021. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Class A Common Stock Subject to Possible Redemption All of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $ 5,000,001 . However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($ 10.15 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On June 30, 2021, as there are no no Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Net Loss Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Fair Value of Financial Instruments The 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. 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 accounts for derivative financial instruments in accordance with ASC Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020- 06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Jun. 30, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Following the closing of the Initial Public Offering and the sale of the Over-allotment Option Units, the Company sold 11,500,000 Units at a purchase price of $ 10.00 per Unit. Each Unit consists of one common stock and three-quarters of one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase three-quarters of one common stock at an exercise price of $ 11.50 per whole share. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS |
Private Placement
Private Placement | 5 Months Ended |
Jun. 30, 2021 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Following the closing of the Initial Public Offering and the sale of the Over-allotment Option Units, the Sponsor purchased an aggregate of 521,675 Private Placement Units at a price of $ 10.00 per Private Placement Unit for an aggregate purchase price of $ 5,216,750 . The proceeds from the sale of the Placement Units will be added to the net proceeds from the Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except for the placement warrants (“Placement Warrants”), as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On March 22, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor for an aggregate purchase price of $ 25,000 in cash. Such Class B common stock includes an aggregate of up to 375,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own at least 20% of the Company’s issued and outstanding shares after the Offering (assuming the initial stockholders do not purchase any Public Shares in the Offering and excluding the Placement Units and underlying securities). The underwriters exercised the over-allotment option in full so those shares are no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to any of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 20 trading days within any 30-trading day period commencing after a Business Combination PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 5 — Related Party Transactions (Continued) Promissory Note — Related Party On March 22, 2021, the Sponsor committed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of July 31, 2021 or the completion of the Initial Public Offering. On June 30, 2021, the Company had borrowed $ 88,792 under the Note. On August 17, 2021, the outstanding balance owed under the Note was repaid in full. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor may provide us with a loan to the Company up to $ 1,500,000 1,500,000 of such loans may be converted upon consummation of a Business Combination into additional Placement Units at a price of $ 10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2021, there were no amounts outstanding under any Working Capital Loans. If the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months, the Company may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of the Amended and Restated Certificate of Incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, must deposit into the Trust Account $ 1,150,000 0.10 2,300,000 0.10 PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 5 — Related Party Transactions (Continued) Administrative Support Agreement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to Mehana Equity LLC, the Sponsor $ 10,000 229 |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares and placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to two demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Offering. Underwriters Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters were entitled to a cash underwriting discount of: (i) two percent ( 2.00 2,300,000 3.00 3,450,000 On August 13, 2021, the underwriter has given the Company a rebatement of $ 350,000 1,950,000 3,450,000 Right of First Refusal For a period beginning on the closing of this offering and ending 12 months from the closing of a business combination, we have granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS |
Stockholders_ Equity
Stockholders’ Equity | 5 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity Preferred Stock 1,000,000 0.000001 no Class A Common Stock 100,000,000 0.000001 no Class B Common Stock — 10,000,000 0.000001 Holders of the Company’s Class B common stock are entitled to one vote for each share. 2,875,000 100,000 2,875,000 375,000 Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 7 – Stockholders’ Equity (Continued) The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants when the price per Class A common stock equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $ 18.00 If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. On June 30, 2021, there are no |
Subsequent Events
Subsequent Events | 5 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, other than the events included in the above notes, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 5 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in they do not include all the information and footnotes necessary for a complete presentation of financial position, results statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Report on Form 8-K, as filed with the SEC on August 16, 2021. The interim results for the period ended June 30, 2021 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, 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. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 25,005 no |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A common stock or the statement of operations based on the relative value of the Class A common stock and the Warrants to the proceeds received from the Units sold upon the completion of the IPO. As of June 30, 2021, the Company had deferred offering costs of $ 78,792 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized ASC Topic 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’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of June 30 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be immaterial for the period from February 12, 2021 (inception) through June 30, 2021. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $ 5,000,001 . However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($ 10.15 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On June 30, 2021, as there are no no |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Net Loss Per Share | Net Loss Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The 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. 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 accounts for derivative financial instruments in accordance with ASC Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020- 06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all adopted, would have a material effect on the Company’s condensed financial statements. |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | Aug. 18, 2021 | Aug. 13, 2021 | Jun. 30, 2021 | Feb. 11, 2023 | Aug. 13, 2022 |
Property, Plant and Equipment [Line Items] | |||||
Date of incorporation | Feb. 12, 2021 | ||||
Price per shares | $ 10 | ||||
Transaction of initial public offering | $ 116,725,000 | $ 6,168,893 | |||
Proceeds from private placement | $ 116,725,000 | ||||
Underwriting fees | 1,950,000 | ||||
Deferred underwriting fees | 3,450,000 | ||||
Other cost and expenses | 768,893 | ||||
Cash | 25,005 | ||||
Working capital deficit | 53,787 | ||||
Business combination, net tangible assets | 5,000,001 | ||||
Working capital | $ 1,500,000 | ||||
Forecast [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Deposits | $ 1,150,000 | ||||
Post Business Combination [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Percentage of voting interests acquired | 50.00% | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Percentage of fair market value of business acquisition | 80.00% | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Redemption of outstanding public shares percentage | 100.00% | ||||
Maximum [Member] | Forecast [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Deposits | $ 1,000,000 | ||||
IPO [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Price per shares | $ 10.15 | ||||
Cash available for working capital | $ 823,378 | ||||
Over-Allotment Option [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Stock issued during period, shares, new issues | 1,500,000 | ||||
Price per shares | $ 10 | $ 0.10 | |||
Proceeds from Issuance or Sale of Equity | $ 15,000,000 | ||||
Over-Allotment Option [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Price per shares | $ 10.15 | ||||
Private Placement [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from private placement | $ 5,216,750 | ||||
Additional Over-Allotment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Stock issued during period, shares, new issues | 52,500 | ||||
Proceeds from Issuance or Sale of Equity | $ 525,000 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Stock issued during period, shares, new issues | 10,000,000 | ||||
Price per shares | $ 10 | ||||
Transaction of initial public offering | $ 100,000,000 | ||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Transaction of initial public offering | $ 1,500,000 | ||||
Subsequent Event [Member] | Private Placement [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Stock issued during period, shares, new issues | 469,175 | ||||
Price per shares | $ 10 | ||||
Proceeds from private placement | $ 4,691,750 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 5 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Cash | $ 25,005 |
Cash equivalents | 0 |
Deferred offering costs | 78,792 |
Net Tangible Assets | $ 5,000,001 |
Shares Issued, Price Per Share | $ / shares | $ 10 |
Concentration risk financial instrument, Federal depository insurance | $ 250,000 |
Redeemable Common Stock [Member] | |
Shares Issued, Price Per Share | $ / shares | $ 10.15 |
Common Class A [Member] | |
Common shares, shares outstanding | shares | 0 |
Common Class A Subject to Redemption [Member] | |
Common shares, shares outstanding | shares | 0 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) | 5 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Sale of Stock, Number of Shares Issued in Transaction | 11,500,000 |
Shares Issued, Price Per Share | $ / shares | $ 10 |
Class of Warrant or Right, Outstanding | 0 |
Common Stock [Member] | |
Common Stock, Shares, Issued | 1 |
Warrant [Member] | |
Class of Warrant or Right, Outstanding | 1 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | Aug. 18, 2021 | Jun. 30, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 11,500,000 | |
Proceeds from Issuance of Private Placement | $ 116,725,000 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 521,675 | |
Sale of Stock, Price Per Share | $ 10 | |
Proceeds from Issuance of Private Placement | $ 5,216,750 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Aug. 18, 2021 | Mar. 22, 2021 | Jun. 30, 2021 |
Related Party Transaction [Line Items] | |||
Cash | $ 25,005 | ||
Administrative Support Agreement [Member] | Mehana Equity LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Payment for rent | 10,000 | ||
Reimbursement cost | 229 | ||
Promissory Note [Member] | |||
Related Party Transaction [Line Items] | |||
Notes Payable, Related Parties | 88,792 | ||
Affiliate Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Business Acquisition, Transaction Costs | $ 1,500,000 | ||
Business Acquisition, Share Price | $ 10 | ||
Affiliate Sponsor [Member] | Working Capital Loans [Member] | |||
Related Party Transaction [Line Items] | |||
Business Acquisition, Transaction Costs | $ 1,500,000 | ||
Over-Allotment Option [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||
Payment value under underwriters | $ 2,300,000 | ||
Over-Allotment Option [Member] | Affiliate Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Business Acquisition, Share Price | $ 0.10 | ||
Deposits | $ 1,150,000 | ||
IPO [Member] | Sponsor [Member] | Promissory Note [Member] | |||
Related Party Transaction [Line Items] | |||
Notes Payable, Related Parties | $ 300,000 | ||
Common Class B [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 2,875,000 | 2,875,000 | |
Cash | $ 25,000 | ||
Common Class B [Member] | Affiliate Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Business combination commencing period description | 20 trading days within any 30-trading day period commencing after a Business Combination | ||
Common Class B [Member] | Over-Allotment Option [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 375,000 | ||
Common Class B [Member] | Over-Allotment Option [Member] | Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Price per shares | $ 12 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 13, 2021 | Jun. 30, 2021 |
Loss Contingencies [Line Items] | ||
Proceeds from initial public offering | $ 116,725,000 | $ 6,168,893 |
Underwriting fee | $ 1,950,000 | |
IPO [Member] | Subsequent Event [Member] | ||
Loss Contingencies [Line Items] | ||
Proceeds from initial public offering | 100,000,000 | |
Underwriters Agreement [Member] | Subsequent Event [Member] | ||
Loss Contingencies [Line Items] | ||
Underwriting rebatement | 350,000 | |
Underwriting fee | 1,950,000 | |
Deferred underwriting fee | $ 3,450,000 | |
Underwriters Agreement [Member] | Deferred Fee [Member] | ||
Loss Contingencies [Line Items] | ||
Percentage of underwriting discount | 3.00% | |
Proceeds from initial public offering | $ 3,450,000 | |
Underwriters Agreement [Member] | IPO [Member] | ||
Loss Contingencies [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,500,000 | |
Percentage of underwriting discount | 2.00% | |
Proceeds from initial public offering | $ 2,300,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | Apr. 15, 2021 | Mar. 22, 2021 | Jun. 30, 2021 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, par value | $ 0.000001 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Redemption price of warrants | $ 0.01 | ||
Warrants outstanding | 0 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 100,000,000 | ||
Common stock, par value | $ 0.000001 | ||
Common stock, shares issued | 0 | ||
Common stock, shares outstanding | 0 | ||
Issuance of Class B Common stock to Sponsor, shares | |||
Redemption right trigger price | $ 18 | ||
Price per shares | $ 18 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 10,000,000 | ||
Common stock, par value | $ 0.000001 | ||
Common stock, shares issued | 2,875,000 | ||
Common stock, shares outstanding | 2,875,000 | ||
Voting rights of common stock, description | Holders of the Company’s Class B common stock are entitled to one vote for each share. | ||
Issuance of Class B Common stock to Sponsor, shares | 2,875,000 | 2,875,000 | |
Number of shares forfeited | 375,000 | ||
Common Class B [Member] | Chief Financial Officer [Member] | |||
Class of Stock [Line Items] | |||
Issuance of Class B Common stock to Sponsor, shares | 100,000 | ||
Common Class B [Member] | Director [Member] | |||
Class of Stock [Line Items] | |||
Issuance of Class B Common stock to Sponsor, shares | 100,000 | ||
Common Class B [Member] | Director Two [Member] | |||
Class of Stock [Line Items] | |||
Issuance of Class B Common stock to Sponsor, shares | 100,000 | ||
Common Class B [Member] | Director Three [Member] | |||
Class of Stock [Line Items] | |||
Issuance of Class B Common stock to Sponsor, shares | 100,000 |