Cover
Cover - shares | 8 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
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 $11.50 per share | |
Trading Symbol | PONOW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
CONDENSED BALANCE SHEET (Unaudi
CONDENSED BALANCE SHEET (Unaudited) | Sep. 30, 2021USD ($) |
Current Assets | |
Cash | $ 396,845 |
Prepaid expenses | 315,687 |
Total Current Assets | 712,532 |
Marketable Securities held in trust account | 116,725,747 |
Total Assets | 117,438,279 |
Current liabilities | |
Accrued expenses | 29,560 |
Total Current Liabilities | 29,560 |
Deferred underwriter fee payable | 3,450,000 |
Warrant liability | 10,545,855 |
Total Non-Current Liabilities | 13,995,855 |
Total Liabilities | 14,025,415 |
Commitments and Contingencies (Note 6) | |
Redeemable Class A common stock, $0.000001 par value; 100,000,000 shares authorized; 11,500,000 shares issued and outstanding subject to possible redemption, at redemption value | 116,725,000 |
Stockholders’ Deficit | |
Preferred stock, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | |
Accumulated deficit | (13,312,140) |
Total Stockholders’ Deficit | (13,312,136) |
Total Liabilities, Redeemable Class A Common Stock and Stockholders’ Deficit | 117,438,279 |
Common Class A [Member] | |
Current liabilities | |
Redeemable Class A common stock, $0.000001 par value; 100,000,000 shares authorized; 11,500,000 shares issued and outstanding subject to possible redemption, at redemption value | 116,725,000 |
Stockholders’ Deficit | |
Common stock value | 1 |
Common Class B [Member] | |
Stockholders’ Deficit | |
Common stock value | $ 3 |
CONDENSED BALANCE SHEET (Unau_2
CONDENSED BALANCE SHEET (Unaudited) (Parenthetical) | Sep. 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 |
Redeemable Class A Common Stock [Member] | |
Redeemable common stock, par value | $ / shares | $ 0.000001 |
Redeemable common stock, shares authorized | 100,000,000 |
Redeemable common stock, shares issued | 11,500,000 |
Redeemable common stock, shares outstanding | 11,500,000 |
Common Class A [Member] | |
Redeemable common stock, shares outstanding | 11,500,000 |
Common stock, par value | $ / shares | $ 0.000001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 521,675 |
Common stock, shares outstanding | 521,675 |
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 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Formation and operating costs | $ (113,640) | $ (113,869) |
Loss from Operations | (113,640) | (113,869) |
Other Income (Expenses) | ||
Bank incentive | 5 | |
Interest earned on marketable securities held in trust account | 747 | 747 |
Change in fair value of warrant liability | (680,914) | (680,914) |
Offering costs allocated to warrants | (505,696) | (505,696) |
Net Loss | $ (1,299,503) | $ (1,299,727) |
Class A Common Stock Subject To Redemption [Member] | ||
Other Income (Expenses) | ||
Weighted average shares outstanding | 6,043,478 | 2,406,926 |
Basic and diluted net loss per common stock | $ (0.15) | $ (0.28) |
Class A Non Redeemable Common Stock [Member] | ||
Other Income (Expenses) | ||
Weighted average shares outstanding | 274,995 | 109,522 |
Basic and diluted net loss per common stock | $ (0.15) | $ (0.28) |
Class B Non Redeemable Common Stock [Member] | ||
Other Income (Expenses) | ||
Weighted average shares outstanding | 2,500,000 | 2,088,745 |
Basic and diluted net loss per common stock | $ (0.15) | $ 0.28 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [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 | $ 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 | ||||
Balance at Feb. 11, 2021 | |||||
Balance, shares at Feb. 11, 2021 | |||||
Net Loss | (1,299,727) | ||||
Balance at Sep. 30, 2021 | $ 1 | $ 3 | (13,312,140) | (13,312,136) | |
Balance, shares at Sep. 30, 2021 | 521,675 | 2,875,000 | |||
Balance at Jun. 30, 2021 | $ 3 | 25,226 | (224) | 25,005 | |
Balance, shares at Jun. 30, 2021 | 2,875,000 | ||||
Sale of Public Units | $ 12 | 114,999,988 | 115,000,000 | ||
Sale of Public Units, shares | 11,500,000 | ||||
Class A Common Stock subject to possible redemption | $ (12) | (114,999,988) | (115,000,000) | ||
Class A Common Stock subject to possible redemption, shares | (11,500,000) | ||||
Sale of Private Placement Units | $ 1 | 5,216,749 | 5,216,750 | ||
Sale of Private Placement Units, shares | 521,675 | ||||
Initial fair value of private warrant liability | (437,816) | (437,816) | |||
Accretion redemption value of Class A common stock | (16,815,322) | (16,815,322) | |||
Net Loss | (1,299,503) | (1,299,503) | |||
Re-classification | 12,011,163 | (12,011,163) | |||
Adjustment of offering cost | (1,250) | (1,250) | |||
Balance at Sep. 30, 2021 | $ 1 | $ 3 | $ (13,312,140) | $ (13,312,136) | |
Balance, shares at Sep. 30, 2021 | 521,675 | 2,875,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (Unaudited) | 8 Months Ended |
Sep. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (1,299,727) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Formation costs paid by the Sponsor in the form of capital contribution | 229 |
Interest earned on marketable securities held in Trust Account | (747) |
Offering costs allocated to warrants | 505,696 |
Change in fair value of warrant liabilities | 680,914 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (315,687) |
Accrued expense | 29,560 |
Net cash used in operating activities | (399,762) |
Cash flows from investing activities: | |
Investment of cash in Trust Account | (116,725,000) |
Net cash used in investing activities | (116,725,000) |
Cash flows from financing activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discount paid | 113,050,000 |
Proceeds from sale of private placement units | 5,216,750 |
Payment of offering costs | (770,143) |
Net cash provided by financing activities | 117,521,607 |
Net change in cash | 396,845 |
Cash at the beginning of the period | |
Cash at the end of the period | 396,845 |
Supplemental disclosure of non-cash investing and financing activities: | |
Deferred underwriting fee payable | 3,450,000 |
Initial Classification of Class A common stock subject to redemption | 116,725,000 |
Proceeds from promissory note and repayment | $ 186,542 |
Description of Organization and
Description of Organization and Business Operations | 8 Months Ended |
Sep. 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 We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to September 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering (“Initial Public Offering”) and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the 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 10.00 100,000,000 1,500,000 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 10.00 15,000,000 52,500 525,000 A total of $ 116,725,000 Transaction costs of the Initial Public Offering amounted to $ 6,168,893 1,950,000 3,450,000 768,893 Following the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $ 823,378 396,845 682,972 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 September 30, 2021 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 September 30, 2021 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 | 8 Months Ended |
Sep. 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 accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on August 11, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 16, 2021. The interim results for the period ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 September 30, 2021 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 $ 396,845 no Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in mutual funds. 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 September 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 September 30, 2021. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS September 30, 2021 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 10.15 On September 30, 2021, 11,500,000 As of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: Schedule of Contingently Redeemable Class A Common Stock As of September 30, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A shares issuance costs (5,663,197 ) Plus: Accretion of carrying value to redemption value 16,815,322 Contingently redeemable Class A Common Stock 116,725,000 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. The Company’s statements of operations includes a presentation of income (loss) per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net loss per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net loss allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net loss allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS September 30, 2021 Schedule of Anti-dilutive Basic and Diluted Earnings Per Share Three Months Ended September 30, 2021 For The Period from February 12, 2021 (Inception) Through September 30, 2021 Redeemable Class A common stock Non-redeemable net loss Numerator: net loss allocable to redeemable Class A common shares (890,341 ) (678,952 ) Redeemable net loss (890,341 ) (678,952 ) Denominator: weighted average number of redeemable Class A common shares 6,043,478 2,406,926 Basic and diluted net income per redeemable Class A common share $ (0.15 ) $ (0.28 ) Non-redeemable Class A common shares Numerator: net loss allocable to non-redeemable Class A common stock (40,547 ) (30,928 ) Denominator: weighted average number of non-redeemable Class A common shares 274,995 109,522 Basic and diluted net loss per non-redeemable Class A common shares $ (0.15 ) $ (0.28 ) Non-redeemable Class B common shares Numerator: net loss allocable to non-redeemable Class B common stock (368,615 ) (589,847 ) Denominator: weighted average number of non-redeemable Class B common shares 2,500,000 2,088,745 Denominator: weighted average number of common shares 2,500,000 2,088,745 Basic and diluted net loss per non-redeemable Class B common shares $ (0.15 ) $ (0.28 ) Basic and diluted net income per common shares $ (0.15 ) $ (0.28 ) Non-redeemable net loss Note 2 — Summary of Significant Accounting Policies (Continued) Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. 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. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS September 30, 2021 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 — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash 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 convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 8 Months Ended |
Sep. 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 10.00 one one 11.50 |
Private Placement
Private Placement | 8 Months Ended |
Sep. 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 10.00 5,216,750 The proceeds from the sale of the Placement Units were 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 | 8 Months Ended |
Sep. 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 25,000 375,000 20 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 September 30, 2021 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 $ 300,000 186,542 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 10.00 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 September 30, 2021 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 | 8 Months Ended |
Sep. 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 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 September 30, 2021 |
Stockholders_ Equity
Stockholders’ Equity | 8 Months Ended |
Sep. 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 521,675 Class A Common Stock Subject to Possible Redemption — 11,500,000 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 September 30, 2021 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 September 30, 2021, there were 8,625,000 Public Warrants and 391,256 PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS September 30, 2021 |
Fair Value Measurements
Fair Value Measurements | 8 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value on a Recurring Basis by Level Within Fair Value Hierarchy Description: Quoted Prices in Active Markets (Level 1) Significant other Observable Inputs (Level 2) Significant other Unobservable Inputs (Level 3) Assets Marketable securities held in Trust Account $ 116,725,747 $ $ - Warrant Liabilities: Public Warrants $ - $ - $ 10,074,000 Private Placement Warrants $ - $ - $ 471,855 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no changes in the measurements during the three months ended September 30, 2021. At September 30, 2021, assets held in the Trust Account were $ 116,725,747 The Company recognized $ 9,864,941 5,216,750 437,816 The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period for warrants that are not actively traded, which at September 30, 2021 included both the Public and Private Placement Warrants. The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a binomial Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: Schedule of Fair Value Measurement Inputs and Valuation Techniques August 13, 2021 September 30, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 9.18 $ 9.33 Expected term (years) 6.00 5.86 Probability of Acquisition 80 % 80 % Post-Merger Period Volatility 25 % 25 % Risk-free rate 0.08 % 0.08 % Dividend yield (per share) 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the period from February 12, 2021 (inception) through September 30, 2021 is summarized as follows: Schedule of change in the fair value of the warrant liabilities Private Placement Public Warrants Warrant Liability Fair value as of August 13, 2021 (Initial Public Offering) $ 437,816 $ 9,427,125 $ 9,864,941 Change in valuation inputs or other assumptions (1) 34,039 646,875 680,914 Fair value as of September 30, 2021 $ 471,855 $ 10,074,000 $ 10,545,855 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. |
Subsequent Events
Subsequent Events | 8 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed 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 condensed financial statement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 8 Months Ended |
Sep. 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 accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on August 11, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 16, 2021. The interim results for the period ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 September 30, 2021 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 $ 396,845 no |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in mutual funds. |
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 September 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 September 30, 2021. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS September 30, 2021 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 10.15 On September 30, 2021, 11,500,000 As of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: Schedule of Contingently Redeemable Class A Common Stock As of September 30, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A shares issuance costs (5,663,197 ) Plus: Accretion of carrying value to redemption value 16,815,322 Contingently redeemable Class A Common Stock 116,725,000 |
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. The Company’s statements of operations includes a presentation of income (loss) per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net loss per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net loss allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net loss per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net loss allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS September 30, 2021 Schedule of Anti-dilutive Basic and Diluted Earnings Per Share Three Months Ended September 30, 2021 For The Period from February 12, 2021 (Inception) Through September 30, 2021 Redeemable Class A common stock Non-redeemable net loss Numerator: net loss allocable to redeemable Class A common shares (890,341 ) (678,952 ) Redeemable net loss (890,341 ) (678,952 ) Denominator: weighted average number of redeemable Class A common shares 6,043,478 2,406,926 Basic and diluted net income per redeemable Class A common share $ (0.15 ) $ (0.28 ) Non-redeemable Class A common shares Numerator: net loss allocable to non-redeemable Class A common stock (40,547 ) (30,928 ) Denominator: weighted average number of non-redeemable Class A common shares 274,995 109,522 Basic and diluted net loss per non-redeemable Class A common shares $ (0.15 ) $ (0.28 ) Non-redeemable Class B common shares Numerator: net loss allocable to non-redeemable Class B common stock (368,615 ) (589,847 ) Denominator: weighted average number of non-redeemable Class B common shares 2,500,000 2,088,745 Denominator: weighted average number of common shares 2,500,000 2,088,745 Basic and diluted net loss per non-redeemable Class B common shares $ (0.15 ) $ (0.28 ) Basic and diluted net income per common shares $ (0.15 ) $ (0.28 ) Non-redeemable net loss Note 2 — Summary of Significant Accounting Policies (Continued) |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
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. PONO CAPITAL CORP NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS September 30, 2021 |
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 — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash 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 convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 8 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Contingently Redeemable Class A Common Stock | As of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: Schedule of Contingently Redeemable Class A Common Stock As of September 30, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A shares issuance costs (5,663,197 ) Plus: Accretion of carrying value to redemption value 16,815,322 Contingently redeemable Class A Common Stock 116,725,000 |
Schedule of Anti-dilutive Basic and Diluted Earnings Per Share | Schedule of Anti-dilutive Basic and Diluted Earnings Per Share Three Months Ended September 30, 2021 For The Period from February 12, 2021 (Inception) Through September 30, 2021 Redeemable Class A common stock Non-redeemable net loss Numerator: net loss allocable to redeemable Class A common shares (890,341 ) (678,952 ) Redeemable net loss (890,341 ) (678,952 ) Denominator: weighted average number of redeemable Class A common shares 6,043,478 2,406,926 Basic and diluted net income per redeemable Class A common share $ (0.15 ) $ (0.28 ) Non-redeemable Class A common shares Numerator: net loss allocable to non-redeemable Class A common stock (40,547 ) (30,928 ) Denominator: weighted average number of non-redeemable Class A common shares 274,995 109,522 Basic and diluted net loss per non-redeemable Class A common shares $ (0.15 ) $ (0.28 ) Non-redeemable Class B common shares Numerator: net loss allocable to non-redeemable Class B common stock (368,615 ) (589,847 ) Denominator: weighted average number of non-redeemable Class B common shares 2,500,000 2,088,745 Denominator: weighted average number of common shares 2,500,000 2,088,745 Basic and diluted net loss per non-redeemable Class B common shares $ (0.15 ) $ (0.28 ) Basic and diluted net income per common shares $ (0.15 ) $ (0.28 ) Non-redeemable net loss |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 8 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Schedule of Assets Measured at Fair Value on a Recurring Basis by Level Within Fair Value Hierarchy | The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value on a Recurring Basis by Level Within Fair Value Hierarchy Description: Quoted Prices in Active Markets (Level 1) Significant other Observable Inputs (Level 2) Significant other Unobservable Inputs (Level 3) Assets Marketable securities held in Trust Account $ 116,725,747 $ $ - Warrant Liabilities: Public Warrants $ - $ - $ 10,074,000 Private Placement Warrants $ - $ - $ 471,855 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: Schedule of Fair Value Measurement Inputs and Valuation Techniques August 13, 2021 September 30, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 9.18 $ 9.33 Expected term (years) 6.00 5.86 Probability of Acquisition 80 % 80 % Post-Merger Period Volatility 25 % 25 % Risk-free rate 0.08 % 0.08 % Dividend yield (per share) 0.00 % 0.00 % |
Schedule of change in the fair value of the warrant liabilities | The change in the fair value of the derivative warrant liabilities for the period from February 12, 2021 (inception) through September 30, 2021 is summarized as follows: Schedule of change in the fair value of the warrant liabilities Private Placement Public Warrants Warrant Liability Fair value as of August 13, 2021 (Initial Public Offering) $ 437,816 $ 9,427,125 $ 9,864,941 Change in valuation inputs or other assumptions (1) 34,039 646,875 680,914 Fair value as of September 30, 2021 $ 471,855 $ 10,074,000 $ 10,545,855 (1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | Aug. 18, 2021 | Aug. 13, 2021 | Aug. 11, 2021 | Sep. 30, 2021 | Feb. 11, 2023 | Aug. 13, 2022 |
Property, Plant and Equipment [Line Items] | ||||||
Date of incorporation | Feb. 12, 2021 | |||||
Price per shares | $ 10 | |||||
Proceeds from initial public offering | $ 116,725,000 | |||||
Proceeds from private placement | $ 116,725,000 | $ 5,216,750 | ||||
Transaction of initial public offering | 6,168,893 | |||||
Underwriting fees | 1,950,000 | |||||
Cash | 396,845 | |||||
Working capital deficit | 682,972 | |||||
Business combination, net tangible assets | $ 5,000,001 | |||||
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% | |||||
Working capital | $ 1,500,000 | |||||
Maximum [Member] | Forecast [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Deposits | $ 1,000,000 | |||||
Other Cost [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Transaction costs | $ 768,893 | |||||
IPO [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Stock issued during period, shares, new issues | 10,000,000 | |||||
Price per shares | $ 10 | $ 10.15 | ||||
Proceeds from initial public offering | $ 100,000,000 | |||||
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 | 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] | ||||||
Stock issued during period, shares, new issues | 469,175 | |||||
Price per shares | $ 10 | |||||
Proceeds from private placement | $ 4,691,750 | $ 5,216,750 | ||||
Additional Over Allotment Option [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 | |||||
Deferred Underwriting Commissions [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Transaction costs | $ 3,450,000 |
Schedule of Contingently Redeem
Schedule of Contingently Redeemable Class A Common Stock (Details) | Sep. 30, 2021USD ($) |
Contingently redeemable Class A Common Stock | $ 116,725,000 |
Common Class A [Member] | |
Gross Proceeds | 115,000,000 |
Less: Proceeds allocated to public warrants | (9,427,125) |
Less: Class A shares issuance costs | (5,663,197) |
Plus: Accretion of carrying value to redemption value | 16,815,322 |
Contingently redeemable Class A Common Stock | $ 116,725,000 |
Schedule of Anti-dilutive Basic
Schedule of Anti-dilutive Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 8 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Redeemable Class A Common Stock [Member] | ||
Redeemable net loss | $ (890,341) | $ (678,952) |
Denominator: weighted average number of common shares | 6,043,478 | 2,406,926 |
Basic and diluted net income per common shares | $ (0.15) | $ (0.28) |
Non Redeemable Class A Common Shares [Member] | ||
Non-redeemable net loss | $ (40,547) | $ (30,928) |
Denominator: weighted average number of common shares | 274,995 | 109,522 |
Basic and diluted net income per common shares | $ (0.15) | $ (0.28) |
Non Redeemable Class B Common Shares [Member] | ||
Non-redeemable net loss | $ (368,615) | $ (589,847) |
Denominator: weighted average number of common shares | 2,500,000 | 2,088,745 |
Basic and diluted net income per common shares | $ (0.15) | $ (0.28) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 8 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Property, Plant and Equipment [Line Items] | |
Cash | $ 396,845 |
Cash equivalents | $ 0 |
Price per shares | $ / shares | $ 10 |
Concentration risk financial instrument, Federal depository insurance | $ 250,000 |
Redeemable Common Stock [Member] | |
Property, Plant and Equipment [Line Items] | |
Price per shares | $ / shares | $ 10.15 |
Common Class A [Member] | |
Property, Plant and Equipment [Line Items] | |
Price per shares | $ / shares | $ 18 |
Redeemable common stock, shares outstanding | shares | 11,500,000 |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Net tangible assets | $ 5,000,001 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) | 8 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 11,500,000 |
Shares Issued, Price Per Share | $ / shares | $ 10 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 |
Common Stock [Member] | |
Common Stock, Shares, Issued | shares | 1 |
Warrant [Member] | |
Class of Warrant or Right, Outstanding | shares | 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 | Aug. 11, 2021 | Sep. 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 | $ 5,216,750 | |
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 | $ 4,691,750 | $ 5,216,750 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Aug. 18, 2021 | Aug. 11, 2021 | Mar. 22, 2021 | Sep. 30, 2021 | Jul. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Cash | $ 396,845 | ||||
Administrative Support Agreement [Member] | Mehana Equity L L C [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payment for rent | 10,000 | ||||
Reimbursement cost | 229 | ||||
Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Working capital | 1,500,000 | ||||
Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Promissory Note - Related Part | $ 186,542 | ||||
Affiliate Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Business Acquisition, Transaction Costs | $ 1,500,000 | ||||
Business Acquisition, Share Price | $ 10 | ||||
Over-Allotment Option [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, shares, new issues | 1,500,000 | 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] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, shares, new issues | 10,000,000 | ||||
IPO [Member] | Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Promissory Note - Related Part | $ 300,000 | ||||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, shares, new issues | 2,875,000 | ||||
Cash | $ 25,000 | ||||
Common Class B [Member] | Business Acquisition [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 | ||||
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders | 20.00% | ||||
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 | Aug. 11, 2021 | Sep. 30, 2021 |
Loss Contingencies [Line Items] | |||
Proceeds from initial public offering | $ 116,725,000 | ||
Underwriting fee | $ 1,950,000 | ||
IPO [Member] | |||
Loss Contingencies [Line Items] | |||
Proceeds from initial public offering | $ 100,000,000 | ||
Underwriters Agreement [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] | |||
Number of options granted | 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 | Sep. 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 | ||
Exercise price of warrants | $ 0.01 | ||
Shares price per share | $ 10 | ||
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants outstanding | 8,625,000 | ||
Placement Warrants [Member] | |||
Class of Stock [Line Items] | |||
Warrants outstanding | 391,256 | ||
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 | 521,675 | ||
Common stock, shares outstanding | 521,675 | ||
Common shares, shares outstanding | 11,500,000 | ||
Shares price per share | $ 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 | 2,875,000 | |
Common stock, shares outstanding | 2,875,000 | 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. | ||
Number of shares transferred | 2,875,000 | ||
Number of shares forfeited | 375,000 | ||
Common Class B [Member] | Chief Financial Officer [Member] | |||
Class of Stock [Line Items] | |||
Number of shares transferred | 100,000 | ||
Common Class B [Member] | Director [Member] | |||
Class of Stock [Line Items] | |||
Number of shares transferred | 100,000 | ||
Common Class B [Member] | Director Two [Member] | |||
Class of Stock [Line Items] | |||
Number of shares transferred | 100,000 | ||
Common Class B [Member] | Director Three [Member] | |||
Class of Stock [Line Items] | |||
Number of shares transferred | 100,000 |
Schedule of Assets Measured at
Schedule of Assets Measured at Fair Value on a Recurring Basis by Level Within Fair Value Hierarchy (Details) - USD ($) | Sep. 30, 2021 | Aug. 13, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable Securities held in trust account | $ 116,725,747 | |
Assets Held-in-trust, Noncurrent | 116,725,747 | |
Private placement warrants | $ 5,216,750 | |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable Securities held in trust account | 116,725,747 | |
Public warrants | ||
Private placement warrants | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Assets Held-in-trust, Noncurrent | ||
Public warrants | ||
Private placement warrants | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Assets Held-in-trust, Noncurrent | ||
Public warrants | 10,074,000 | |
Private placement warrants | $ 471,855 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) | Aug. 13, 2021 | Sep. 30, 2021 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free rate | 11.50 | 11.50 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free rate | 9.18 | 9.33 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 6 years | 5 years 10 months 9 days |
Measurement Input Probability Of Completing Business Combination [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free rate | 0.80 | 0.80 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free rate | 0.25 | 0.25 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free rate | 0.0008 | 0.0008 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Schedule of change in the fair
Schedule of change in the fair value of the warrant liabilities (Details) | 8 Months Ended | |
Sep. 30, 2021USD ($) | ||
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Fair value as of August 13, 2021 (Initial Public Offering) | $ 437,816 | |
Change in valuation inputs or other assumptions | 34,039 | [1] |
Fair value as of September 30, 2021 | 471,855 | |
Public Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Fair value as of August 13, 2021 (Initial Public Offering) | 9,427,125 | |
Change in valuation inputs or other assumptions | 646,875 | [1] |
Fair value as of September 30, 2021 | 10,074,000 | |
Warrant Liability [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Fair value as of August 13, 2021 (Initial Public Offering) | 9,864,941 | |
Change in valuation inputs or other assumptions | 680,914 | [1] |
Fair value as of September 30, 2021 | $ 10,545,855 | |
[1] | Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations. |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | Aug. 13, 2021 | Sep. 30, 2021 |
Fair Value Measurements | ||
Asset held in trust account | $ 116,725,747 | |
Derivative warranty liability | $ 9,864,941 | |
Aggregate private placement warrant | 5,216,750 | |
Aggregate fair value | $ 437,816 | $ 680,914 |