AERWINS (AWIN) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-40734
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
Units, each consisting of one share of Class A Common Stock, three-quarters of one Redeemable Warrant
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
Class A Common stock, $0.000001 par value per share
Title of 12(b) Security	Class A Common stock, $0.000001 par value per share
Trading Symbol	PONO
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
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 A [Member]
Entity Common Stock, Shares Outstanding		12,136,675
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,875,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets
Cash	$ 118,183	$ 337,595
Prepaid expenses	14,875	171,837
Total Current Assets	133,058	509,432
Marketable Securities held in Trust Account	118,577,540	116,728,213
Total Assets	118,710,598	117,237,645
Current liabilities
Accounts payable	651,410
Accrued expenses and other current liabilities	123,914	125,821
Income tax payable	112,535
Franchise tax payable	150,000	120,647
Sponsor Working Capital Loan	96,200
Total Current Liabilities	1,134,059	246,468
Deferred underwriter fee payable	3,450,000	3,450,000
Warrant liability	819,226	4,243,039
Total Non-Current Liabilities	4,269,226	7,693,039
Total Liabilities	5,403,285	7,939,507
Commitments and Contingencies (Note 6)
Redeemable Class A Common Stock
Redeemable Class A common stock, $0.000001 par value; 100,000,000 shares authorized; 11,500,000 shares at redemption value of $10.28 and $10.15 per share at September 30, 2022 and December 31, 2021, respectively	118,215,005	116,725,000
Stockholders’ Deficit
Preferred stock, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	30,231
Accumulated deficit	(4,937,928)	(7,426,866)
Total Stockholders’ Deficit	(4,907,692)	(7,426,862)
Total Liabilities, Redeemable Class A Common Stock and Stockholders’ Deficit	118,710,598	117,237,645
Common Class A [Member]
Redeemable Class A Common Stock
Redeemable Class A common stock, $0.000001 par value; 100,000,000 shares authorized; 11,500,000 shares at redemption value of $10.28 and $10.15 per share at September 30, 2022 and December 31, 2021, respectively	118,215,005	116,725,000
Stockholders’ Deficit
Common stock value	2	1
Common Class B [Member]
Stockholders’ Deficit
Common stock value	$ 3	$ 3

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Redeemable Class A Common Stock [Member]
Redeemable common stock, par value	$ 0.000001	$ 0.000001
Redeemable common stock, shares authorized	100,000,000	100,000,000
Redemption of shares	11,500,000	11,500,000
Redemption price per share	$ 10.28	$ 10.15
Common Class A [Member]
Redemption of shares	11,500,000	11,500,000
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	636,675	521,675
Common stock, shares outstanding	636,675	521,675
Common Class B [Member]
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Formation and operating costs	$ 616,773	$ 113,640	$ 113,869	$ 1,375,230
Franchise tax expenses	50,000			150,000
Loss from Operations	(666,773)	(113,640)	(113,869)	(1,525,230)
Other Income (Expense)
Bank incentive			5
Interest earned on marketable securities held in trust account		747	747
Dividends earned on marketable securities held in Trust Account	529,950			699,327
Loss on change in fair value of Sponsor Working Capital Loan	(5,200)			(4,200)
Change in fair value of warrant liability	(270,488)	(680,914)	(680,914)	3,431,576
Offering costs allocated to warrants		(505,696)	(505,696)
Other Income (Loss)	254,262	(1,185,863)	(1,185,858)	4,126,703
Income (Loss) before income taxes	(412,511)	(1,299,503)	(1,299,727)	2,601,473
Income tax expense	(109,621)			(112,535)
Net Income (Loss)	(522,132)	(1,299,503)	(1,299,727)	2,488,938
Common Class A [Member]
Other Income (Expense)
Net Income (Loss)	$ (421,792)	$ (931,099)	$ (710,219)	$ 2,009,274
Weighted average shares outstanding of Class B common stock	12,085,425	6,318,473	2,516,448	12,043,159
Basic and diluted net income (loss) per common stock	$ (0.03)	$ (0.15)	$ (0.28)	$ 0.17
Common Class B [Member]
Other Income (Expense)
Net Income (Loss)	$ (100,340)	$ (368,404)	$ (589,508)	$ 479,664
Weighted average shares outstanding of Class B common stock	2,875,000	2,500,000	2,088,745	2,875,000
Basic and diluted net income (loss) per common stock	$ (0.03)	$ (0.15)	$ (0.28)	$ 0.17

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes In Stockholders' Deficit (Unaudited) - USD ($)	Common Class A [Member] Common Stock [Member]	Common Class A [Member]	Common Class B [Member] Common Stock [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
Net income (loss)						(229)	(229)
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
Balance at Mar. 31, 2021			$ 3		25,226	(229)	25,000
Balance, shares at Mar. 31, 2021			2,875,000
Balance at Feb. 11, 2021
Balance, shares at Feb. 11, 2021
Net income (loss)		$ (710,219)		$ (589,508)			(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 Mar. 31, 2021			$ 3		25,226	(229)	25,000
Balance, shares at Mar. 31, 2021			2,875,000
Net income (loss)						5	5
Balance at Jun. 30, 2021			$ 3		25,226	(224)	25,005
Balance, shares at Jun. 30, 2021			2,875,000
Net income (loss)		(931,099)		(368,404)		(1,299,503)	(1,299,503)
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)
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
Balance at Dec. 31, 2021	$ 1		$ 3			(7,426,866)	(7,426,862)
Balance, shares at Dec. 31, 2021	521,675		2,875,000
Net income (loss)						1,650,541	1,650,541
Balance at Mar. 31, 2022	$ 1		$ 3			(5,776,325)	(5,776,321)
Balance, shares at Mar. 31, 2022	521,675		2,875,000
Balance at Dec. 31, 2021	$ 1		$ 3			(7,426,866)	(7,426,862)
Balance, shares at Dec. 31, 2021	521,675		2,875,000
Net income (loss)		2,009,274		479,664			2,488,938
Balance at Sep. 30, 2022	$ 2		$ 3		30,231	(4,937,928)	(4,907,692)
Balance, shares at Sep. 30, 2022	636,675		2,875,000
Balance at Mar. 31, 2022	$ 1		$ 3			(5,776,325)	(5,776,321)
Balance, shares at Mar. 31, 2022	521,675		2,875,000
Net income (loss)						1,360,529	1,360,529
Proceeds received in excess of initial fair value of Sponsor Working Capital Loan					139,000		139,000
Balance at Jun. 30, 2022	$ 1		$ 3		139,000	(4,415,796)	(4,276,792)
Balance, shares at Jun. 30, 2022	521,675		2,875,000
Net income (loss)		$ (421,792)		$ (100,340)		(522,132)	(522,132)
Proceeds received in excess of initial fair value of Sponsor Working Capital Loan					239,000		239,000
Sale of Private Placement Units	$ 1				1,149,999		1,150,000
Sale of Private Placement Units, Shares	115,000
Initial fair value of private warrant liability					(7,763)		(7,763)
Remeasurement of Class A common stock to redemption amount					(1,490,005)		(1,490,005)
Balance at Sep. 30, 2022	$ 2		$ 3		$ 30,231	$ (4,937,928)	$ (4,907,692)
Balance, shares at Sep. 30, 2022	636,675		2,875,000

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ (1,299,727)	$ 2,488,938
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Dividends earned on marketable securities held in Trust Account		(699,327)
Formation costs paid by stockholder in 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 Sponsor Working Capital Loan		4,200
Change in fair value of warrant liability	680,914	(3,431,576)
Changes in operating assets and liabilities:
Prepaid expenses	(315,687)	156,962
Accounts payable		651,410
Accrued expenses and other current liabilities	29,560	(1,907)
Income tax payable		112,535
Franchise tax payable		29,353
Net cash used in operating activities	(399,762)	(689,412)
Cash flows from investing activities:
Investment of cash in Trust Account	(116,725,000)	(1,150,000)
Net cash used in investing activities	(116,725,000)	(1,150,000)
Cash flows from financing activities:
Proceeds from Sponsor Working Capital Loan		470,000
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	1,150,000
Payment of offering costs	(770,143)
Net cash provided by financing activities	117,521,607	1,620,000
Net change in cash	396,845	(219,412)
Cash at the beginning of the period		337,595
Cash at the end of the period	396,845	118,183
Supplemental disclosure of non-cash investing and financing activities
Remeasurement of Class A common stock to redemption amount		1,490,005
Proceeds in excess of initial fair value of working capital loans		378,000
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 AND LIQUIDITY	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Pono Capital Corp (the “Company” or “Pono”) is a blank check company incorporated in Delaware on February 12, 2021 The Company has neither engaged in any operations nor generated any revenues to date. The Company’s only activities for the nine months ended September 30, 2022 and for the period from February 12, 2021 (inception) through December 31, 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 generates non-operating income in the form of investment income from the proceeds derived from the Initial Public Offering (as defined above). 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 10, 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, $ 823,378 118,183 337,595 1,001,001 262,964 PONO CAPITAL CORP 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 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 February 13, 2023 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 the IPO 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, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Unit in either case) for each three month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the third amended and restated certificate of incorporation) from the closing of the Offering to consummate a Business Combination (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount per Unit in the Trust Account ($ 10.15 PONO CAPITAL CORP 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 Termination of Old Proposed Business Combination On March 17, 2022, the Company entered into an Agreement and Plan of Merger (the “Old Merger Agreement”), by and among Pono, Merger Sub, Benuvia, Inc., a Delaware corporation (“Benuvia”), Mehana Equity, LLC, in its capacity as Purchaser Representative, and Shannon Soqui, in his capacity as Seller Representative. Pursuant to the Old Merger Agreement, at the closing of the transactions contemplated by the Old Merger Agreement, Merger Sub would merge with and into Benuvia, with Benuvia continuing as the surviving corporation. The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2022. PONO CAPITAL CORP On August 8, 2022, the Company and Benuvia mutually terminated the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Merger Agreement. New Proposed Business Combination On September 7, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Pono, Pono Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pono (“Merger Sub”), AERWINS Technologies Inc., a Delaware corporation (“AERWINS”), Mehana Equity, LLC, in its capacity as Purchaser Representative, and Shuhei Komatsu, in his capacity as Seller Representative. Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into AERWINS, with AERWINS continuing as the surviving corporation (the “Surviving Corporation”). As consideration for the Merger, the holders of AERWINS securities collectively shall be entitled to receive from the Company, in the aggregate, a number of the Company’s securities with an aggregate value equal to (the “Merger Consideration”) (a) Six Hundred Million U.S. Dollars ($ 600,000,000 ), minus (b) the amount by which the aggregate amount of any outstanding indebtedness (minus cash held by AERWINS) of AERWINS at Closing (the “Closing Net Indebtedness”), minus (c) the amount by which AERWINS’ Net Working Capital is less than $ 3 million, plus (d) the amount by which AERWINS’ Net Working Capital exceeds $ 3 million, minus (e) specified transaction expenses of AERWNS associated with the Merger, with each AERWINS stockholder receiving, for each share of AERWINS common stock held, a number of shares of the Company common stock equal to (i) the Per Share Consideration, divided by (ii) $ 10.00 . Each outstanding option or warrant to purchase AERWINS common stock shall be converted into the right to receive an option or warrant to purchase a number of shares of the Company common stock equal to (x) the Per Share Consideration divided by (y) $ 10.00 . The Merger Consideration otherwise payable to AERWINS stockholders is subject to the withholding of a number of shares of the Company common stock equal to three percent (3.0%) of the Merger Consideration to be placed in escrow for post-closing adjustments (if any) to the Merger Consideration. The Merger Consideration is subject to adjustment after the Closing based on confirmed amounts of the Closing Net Indebtedness, Net Working Capital and transaction expenses as of the Closing Date. If the adjustment is a negative adjustment in favor of the Company, the escrow agent shall distribute to the Company a number of shares of the Company common stock with a value equal to the absolute value of the adjustment amount. If the adjustment is a positive adjustment in favor of AERWINS, the Company will issue to the AERWINS stockholders an additional number of shares of the Company common stock with a value equal to the adjustment amount. The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2022. PONO CAPITAL CORP Going Concern and Management Liquidity Plans As of September 30, 2022 and December 31, 2021, the Company had $ 118,183 337,595 1,001,001 262,964 1,500,000 The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s financing and acquisition plans. Management plans to address this uncertainty with the successful closing of a Business Combination. The Company will have until February 13, 2023 to consummate a Business Combination. If a Business Combination is not consummated by February 13, 2023, which is less than one year after the date these condensed consolidated financial statements are issued, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by February 13, 2023. Based upon the above analysis, management determined that liquidity concerns and the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern within less than one year after the date the condensed consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate 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 condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being available on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1 PONO CAPITAL CORP

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements of the Company are presented in conformity with GAAP and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in consolidated 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 comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated 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 condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 25, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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 condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. PONO CAPITAL CORP 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 condensed consolidated 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. Significant estimates made by the Company include those pertaining to the valuation of the warrant liabilities and working capital loan. 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. The Company had $ 118,183 337,595 no Marketable Securities Held in Trust Account As of September 30, 2022 and December 31, 2021, substantially all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in Dividends earned on marketable securities held in Trust Account in the accompanying statements of operations. At September 30, 2022 and December 31, 2021, the investments held in the Trust Account totaled $ 118,577,540 and $ 116,728,213 , respectively. Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 - Income Taxes (“ASC 740”) 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 condensed consolidated 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 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated 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, 2022 and December 31, 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 Company’s effective tax rate from continuing operations was -26.6 % and 4.3 % for the three and nine months ended September 30, 2022, respectively, and 0.0 % for the three months ended September 30, 2021 and for the period from February 12, 2021 (inception) through September 30, 2021. See Note 8 for additional information on income taxes for the periods presented. PONO CAPITAL CORP 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 third amended and restated certificate of incorporation. In accordance with ASC 480 Distinguishing Liabilities from Equity 5,000,001 10.15 As of September 30, 2022 and December 31, 2021, 11,500,000 As of September 30, 2022 and December 31, 2021, the Class A Common Stock reflected on the condensed consolidated balance sheets are reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants ( 9,427,125 ) Class A common stock issuance costs ( 5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Redeemable Class A Common Stock as of December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 1,490,005 Redeemable Class A Common Stock as of September 30, 2022 118,215,005 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 Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Therefore, the income (loss) per share calculation allocates income (losses) pro rata between Class A and Class B common stock. As a result, the calculated net income (loss) per share is the same for Class A and Class B common stock. The Company has not considered the effect of the Public Warrants (as defined in Note 3) and Placement Warrants (as defined in Note 4), to purchase an aggregate of 9,102,506 PONO CAPITAL CORP The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Three Months Ended Three Months Ended Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ (421,792 ) $ (100,340 ) $ (931,099 ) $ (368,404 ) $ 2,009,274 $ 479,664 $ (710,219 ) $ (589,508 ) Denominator: Basic and diluted weighted average shares outstanding 12,085,425 2,875,000 6,318,473 2,500,000 12,043,159 2,875,000 2,516,448 2,088,745 Basic and diluted net income (loss) per share $ (0.03 ) $ (0.03 ) $ (0.15 ) $ (0.15 ) $ 0.17 $ 0.17 $ (0.28 ) $ (0.28 ) 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, and presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 Derivatives and Hedging - Contracts in Entity’s Own Equity Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement ● 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 PONO CAPITAL CORP ● 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 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 condensed consolidated statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Sponsor Working Capital Loans The Company accounts for the Sponsor Working Capital Loans (defined below in Note 5) under ASC 815. The Company has made the election under ASC 815-15-25 to account for the Sponsor Working Capital Loans under the fair value option. Using the fair value option, the Sponsor Working Capital Loans are required to be recorded at their initial fair value on the date of issuance, and each reporting period thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of condensed consolidated operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the Sponsor Working Capital Loan are recognized as non-cash gains or losses in the condensed consolidated statement of operations. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Merger Sub, after elimination of all intercompany transactions and balances as of September 30, 2022 and December 31, 2021. Recent Accounting Pronouncements 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) The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2022
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Following the closing of the Initial Public Offering on August 13, 2021 and the sale of the Over-allotment Option Units on August 18, 2021, the Company sold 11,500,000 10.00 Each Unit consists of one common stock and three-quarters of one redeemable warrant (“Public Warrant”). 11.50 PONO CAPITAL CORP

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2022
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 On August 10, 2022, the Company received $ 1,150,000 115,000 0.000001 11.50 1,150,000 The proceeds from the sale of the Private 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	9 Months Ended
	Sep. 30, 2022
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 Promissory Note - Related Party On March 22, 2021, the Sponsor committed to loan the Company an aggregate of up to $ 300,000 186,542 PONO CAPITAL CORP Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor may provide the Company with a loan up to $ 1,500,000 1,500,000 10.00 On September 23, 2021, the Company entered into a Sponsor Working Capital Loan in the amount of up to $ 1,500,000 295,000 470,000 10.00 92,000 96,200 If the Company anticipates that it may not be able to consummate the initial Business Combination within 18 months from the date of the Initial Public Offering, 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 third Amended and Restated Certificate of Incorporation and the trust agreement 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 Extension Private Placements On August 10, 2022, the Company received $ 1,150,000 115,000 0.000001 11.50 1,150,000 On November 9, 2022, the Company received an additional $ 1,150,000 575,000 575,000 57,500 57,500 1,150,000 The proceeds from the sale of the Private Placement Units from both the August Extension and the November Extension 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, 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. 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 30,000 90,000 17,997 PONO CAPITAL CORP

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
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 the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to the Company’s Class A common stock). The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its 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. Underwriting 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 an abatement of $ 350,000 1,950,000 3,450,000 Right of First Refusal For a period beginning on the closing of the IPO and ending 12 months from the closing of a Business Combination, the Company has 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. PONO CAPITAL CORP

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock 1,000,000 0.000001 no Class A Common Stock 100,000,000 0.000001 636,675 521,675 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 Warrants — Public Warrants may only be exercised for a whole number of shares at a price of $ 11.50 five years 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. 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. PONO CAPITAL CORP 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 Period 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 Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private 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 Private 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 Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. On September 30, 2022 and December 31, 2021, there were 8,625,000 On September 30, 2022 and December 31, 2021, there were 477,506 391,256

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 8. INCOME TAXES The Company’s effective tax rate for the three and nine months ended September 30, 2022 was - 26.6 4.3 0.0 21 PONO CAPITAL CORP

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicate 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 Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2022 Assets Marketable securities held in Trust Account: $ 118,577,540 $ 118,577,540 $ — $ — Liabilities Public Warrants $ 776,250 $ — $ 776,250 $ — Private Placement Warrants $ 42,976 $ — $ 42,976 $ — Sponsor Working Capital Loan $ 96,200 $ — $ — $ 96,200 Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Marketable securities held in Trust Account: $ 116,728,213 $ 116,728,213 $ — $ — Liabilities Public Warrants $ 4,052,888 $ 4,052,888 $ — $ — Private Placement Warrants $ 190,151 $ — $ — $ 190,151 As of September 30, 2022 and December 31, 2021, assets held in the Trust Account were $ 118,577,540 116,728,213 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. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from February 12, 2021 (inception) to December 31, 2021. During the nine months ended September 30, 2022, the Public Warrants transferred from a Level 1 measure to Level 2 due to minimal observable market activity. During the nine months ended September 30, 2022, the Private Warrants transferred from a Level 3 measure to a Level 2 measure as the fair value of the Public Warrants approximates the fair value of the Private Warrants. On October 1, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly traded from the effective date of the Company’s Prospectus, August 10, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of September 30, 2022 and December 31, 2021, the Company classified the Public Warrants as Level 2 and Level 1, respectively. PONO CAPITAL CORP On April 1, 2022, the Company entered into the Sponsor Working Capital Loan. Given the potential equity component of this Sponsor Working Capital Loan, it was valued using a Black-Scholes method that is adjusted for the estimated probability of the Company completing a Business Combination, which is considered to be a Level 3 fair value measurement. As such, as of September 30, 2022, the Company classified the Sponsor Working Capital Loan as Level 3. The estimated value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement from the initial measurement through December 31, 2021 was $ 4,052,888 SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES Warrants Working Fair value as of February 12, 2021 (inception) $ — $ — Initial measurement on August 13, 2021 (Level 3) 9,864,941 — Change in fair value (5,621,902 ) — Transfer to Level 1 (4,052,888 ) — Fair value as of December 31, 2021 190,151 — Change in fair value of Private Placement Warrants (95,076 ) — Fair value as of March 31, 2022 $ 95,075 $ — Initial measurement of draw on Sponsor Working Capital Loan on April 1, 2022 — 23,000 Initial measurement of draw on Sponsor Working Capital Loan on May 24, 2022 — 13,000 Change in fair value of Sponsor Working Capital Loan — (1,000 ) Change in fair value of Private Placement Warrants (71,600 ) — Fair value as of June 30, 2022 $ 23,475 $ 35,000 Initial measurement of draw on Sponsor Working Capital Loan on July 16, 2022 — 7,000 Initial measurement of draw on Sponsor Working Capital Loan on August 8, 2022 — 13,600 Initial measurement of Private Placement Warrants issued on August 10, 2022 7,763 — Initial measurement of draw on Sponsor Working Capital Loan on September 12, 2022 — 35,400 Change in fair value of Sponsor Working Capital Loan — 5,200 Transfer to Level 2 of Private Placement Warrants (31,238 ) — Fair value as of September 30, 2022 $ — $ 96,200 The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a Modified Monte-Carlo Simulation. As of September 30, 2022 and December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 2 measurement due to minimal observable market activity and a Level 1 measurement due to the use of an observable market quote in an active market, respectively. 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, 2022 included the 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. PONO CAPITAL CORP The following table provides quantitative information regarding Level 3 fair value measurements inputs of the Private Placement Warrants as of their measurement dates: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES As of December 31, 2021 Stock price $ 9.97 Strike price $ 11.50 Term (in years) 5.6 Post-Merger Period Volatility 9.5 % Risk-free rate 1.3 % Dividend yield — % Probability of completing a Business Combination 90.0 % Fair value of warrants $ 0.49 The Sponsor Working Capital Loan was valued using a Black-Scholes method that is adjusted for the estimated probability of the Company completing a Business Combination, which is considered to be a Level 3 fair value measurement. The estimated fair value of each draw of the Sponsor Working Capital Loan was based on the following significant inputs: As of September 30, 2022 As of September 12, 2022 (Initial Measurement) As of August 8, 2022 (Initial Measurement) As of July 16, 2022 (Initial Measurement) As of May 24, 2022 (Initial Measurement) As of April 1, 2022 (Initial Measurement) Unit price $ 10.21 $ 10.12 $ 10.10 $ 10.10 $ 10.08 $ 10.38 Conversion price $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 Expected term 0.1 0.2 0.3 0.3 0.4 0.5 Unit volatility 13.2 % 5.2 % 1.4 % 5.9 % 5.5 % 14.0 % Dividend yield — % — % — % — % — % — % Risk free rate 2.9 % 2.9 % 2.7 % 2.5 % 1.2 % 1.1 % Discount rate 8.9 % 5.7 % 6.3 % 8.5 % 9.8 % 9.8 % Probability of completing initial Business Combination 20 % 20 % 16 % 20.0 % 20 % 20 % Derivative liability measurement input 20 % 20 % 16 % 20.0 % 20 % 20 % Fair value of Sponsor Working Capital Loan $ 96,200 $ 35,400 $ 13,600 $ 7,000 $ 13,000 $ 23,000 The Company recognized a gain (loss) in connection with changes in the fair value of warrant liabilities of $( 270,488) 3,431,576 680,914 5,200 4,200 239,000 378,000

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than those subsequent events described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On October 27, 2022, the Company drew $ 215,000 As further described in Note 5, on November 9, 2022, the Company entered into Purchase Agreements and completed the private sale of an aggregate of 115,000 10.00 1,150,000 0.10

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements of the Company are presented in conformity with GAAP and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in consolidated 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 comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated 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 condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K as filed with the SEC on March 25, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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 condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. PONO CAPITAL CORP 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 condensed consolidated 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. Significant estimates made by the Company include those pertaining to the valuation of the warrant liabilities and working capital loan.
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. The Company had $ 118,183 337,595 no
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account As of September 30, 2022 and December 31, 2021, substantially all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in Dividends earned on marketable securities held in Trust Account in the accompanying statements of operations. At September 30, 2022 and December 31, 2021, the investments held in the Trust Account totaled $ 118,577,540 and $ 116,728,213 , respectively.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 - Income Taxes (“ASC 740”) 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 condensed consolidated 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 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated 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, 2022 and December 31, 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 Company’s effective tax rate from continuing operations was -26.6 % and 4.3 % for the three and nine months ended September 30, 2022, respectively, and 0.0 % for the three months ended September 30, 2021 and for the period from February 12, 2021 (inception) through September 30, 2021. See Note 8 for additional information on income taxes for the periods presented. PONO CAPITAL CORP
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 third amended and restated certificate of incorporation. In accordance with ASC 480 Distinguishing Liabilities from Equity 5,000,001 10.15 As of September 30, 2022 and December 31, 2021, 11,500,000 As of September 30, 2022 and December 31, 2021, the Class A Common Stock reflected on the condensed consolidated balance sheets are reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants ( 9,427,125 ) Class A common stock issuance costs ( 5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Redeemable Class A Common Stock as of December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 1,490,005 Redeemable Class A Common Stock as of September 30, 2022 118,215,005
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 Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Therefore, the income (loss) per share calculation allocates income (losses) pro rata between Class A and Class B common stock. As a result, the calculated net income (loss) per share is the same for Class A and Class B common stock. The Company has not considered the effect of the Public Warrants (as defined in Note 3) and Placement Warrants (as defined in Note 4), to purchase an aggregate of 9,102,506 PONO CAPITAL CORP The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Three Months Ended Three Months Ended Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ (421,792 ) $ (100,340 ) $ (931,099 ) $ (368,404 ) $ 2,009,274 $ 479,664 $ (710,219 ) $ (589,508 ) Denominator: Basic and diluted weighted average shares outstanding 12,085,425 2,875,000 6,318,473 2,500,000 12,043,159 2,875,000 2,516,448 2,088,745 Basic and diluted net income (loss) per share $ (0.03 ) $ (0.03 ) $ (0.15 ) $ (0.15 ) $ 0.17 $ 0.17 $ (0.28 ) $ (0.28 )
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, and presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 Derivatives and Hedging - Contracts in Entity’s Own Equity
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement ● 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 PONO CAPITAL CORP ● 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 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 condensed consolidated statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period.
Sponsor Working Capital Loans	Sponsor Working Capital Loans The Company accounts for the Sponsor Working Capital Loans (defined below in Note 5) under ASC 815. The Company has made the election under ASC 815-15-25 to account for the Sponsor Working Capital Loans under the fair value option. Using the fair value option, the Sponsor Working Capital Loans are required to be recorded at their initial fair value on the date of issuance, and each reporting period thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statement of condensed consolidated operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the Sponsor Working Capital Loan are recognized as non-cash gains or losses in the condensed consolidated statement of operations.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Merger Sub, after elimination of all intercompany transactions and balances as of September 30, 2022 and December 31, 2021.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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) The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK	As of September 30, 2022 and December 31, 2021, the Class A Common Stock reflected on the condensed consolidated balance sheets are reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants ( 9,427,125 ) Class A common stock issuance costs ( 5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Redeemable Class A Common Stock as of December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 1,490,005 Redeemable Class A Common Stock as of September 30, 2022 118,215,005
SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE	The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Three Months Ended Three Months Ended Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ (421,792 ) $ (100,340 ) $ (931,099 ) $ (368,404 ) $ 2,009,274 $ 479,664 $ (710,219 ) $ (589,508 ) Denominator: Basic and diluted weighted average shares outstanding 12,085,425 2,875,000 6,318,473 2,500,000 12,043,159 2,875,000 2,516,448 2,088,745 Basic and diluted net income (loss) per share $ (0.03 ) $ (0.03 ) $ (0.15 ) $ (0.15 ) $ 0.17 $ 0.17 $ (0.28 ) $ (0.28 )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS BY LEVEL WITHIN FAIR VALUE HIERARCHY	The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicate 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 Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2022 Assets Marketable securities held in Trust Account: $ 118,577,540 $ 118,577,540 $ — $ — Liabilities Public Warrants $ 776,250 $ — $ 776,250 $ — Private Placement Warrants $ 42,976 $ — $ 42,976 $ — Sponsor Working Capital Loan $ 96,200 $ — $ — $ 96,200 Description Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2021 Assets Marketable securities held in Trust Account: $ 116,728,213 $ 116,728,213 $ — $ — Liabilities Public Warrants $ 4,052,888 $ 4,052,888 $ — $ — Private Placement Warrants $ 190,151 $ — $ — $ 190,151
SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES	SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES Warrants Working Fair value as of February 12, 2021 (inception) $ — $ — Initial measurement on August 13, 2021 (Level 3) 9,864,941 — Change in fair value (5,621,902 ) — Transfer to Level 1 (4,052,888 ) — Fair value as of December 31, 2021 190,151 — Change in fair value of Private Placement Warrants (95,076 ) — Fair value as of March 31, 2022 $ 95,075 $ — Initial measurement of draw on Sponsor Working Capital Loan on April 1, 2022 — 23,000 Initial measurement of draw on Sponsor Working Capital Loan on May 24, 2022 — 13,000 Change in fair value of Sponsor Working Capital Loan — (1,000 ) Change in fair value of Private Placement Warrants (71,600 ) — Fair value as of June 30, 2022 $ 23,475 $ 35,000 Initial measurement of draw on Sponsor Working Capital Loan on July 16, 2022 — 7,000 Initial measurement of draw on Sponsor Working Capital Loan on August 8, 2022 — 13,600 Initial measurement of Private Placement Warrants issued on August 10, 2022 7,763 — Initial measurement of draw on Sponsor Working Capital Loan on September 12, 2022 — 35,400 Change in fair value of Sponsor Working Capital Loan — 5,200 Transfer to Level 2 of Private Placement Warrants (31,238 ) — Fair value as of September 30, 2022 $ — $ 96,200
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES	The following table provides quantitative information regarding Level 3 fair value measurements inputs of the Private Placement Warrants as of their measurement dates: SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES As of December 31, 2021 Stock price $ 9.97 Strike price $ 11.50 Term (in years) 5.6 Post-Merger Period Volatility 9.5 % Risk-free rate 1.3 % Dividend yield — % Probability of completing a Business Combination 90.0 % Fair value of warrants $ 0.49 The Sponsor Working Capital Loan was valued using a Black-Scholes method that is adjusted for the estimated probability of the Company completing a Business Combination, which is considered to be a Level 3 fair value measurement. The estimated fair value of each draw of the Sponsor Working Capital Loan was based on the following significant inputs: As of September 30, 2022 As of September 12, 2022 (Initial Measurement) As of August 8, 2022 (Initial Measurement) As of July 16, 2022 (Initial Measurement) As of May 24, 2022 (Initial Measurement) As of April 1, 2022 (Initial Measurement) Unit price $ 10.21 $ 10.12 $ 10.10 $ 10.10 $ 10.08 $ 10.38 Conversion price $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 Expected term 0.1 0.2 0.3 0.3 0.4 0.5 Unit volatility 13.2 % 5.2 % 1.4 % 5.9 % 5.5 % 14.0 % Dividend yield — % — % — % — % — % — % Risk free rate 2.9 % 2.9 % 2.7 % 2.5 % 1.2 % 1.1 % Discount rate 8.9 % 5.7 % 6.3 % 8.5 % 9.8 % 9.8 % Probability of completing initial Business Combination 20 % 20 % 16 % 20.0 % 20 % 20 % Derivative liability measurement input 20 % 20 % 16 % 20.0 % 20 % 20 % Fair value of Sponsor Working Capital Loan $ 96,200 $ 35,400 $ 13,600 $ 7,000 $ 13,000 $ 23,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY (Details Narrative) - USD ($)					8 Months Ended	9 Months Ended
	Sep. 07, 2022	Aug. 16, 2022	Aug. 18, 2021	Aug. 13, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Date of incorporation						Feb. 12, 2021
Proceeds from private placement					$ 5,216,750	$ 1,150,000
Transaction cost					$ 770,143
Cash						118,183	$ 337,595
Working capital deficit						$ 1,001,001
Working capital surplus							$ 262,964
Excise tax rate		1%
Post Business Combination [Member]
Property, Plant and Equipment [Line Items]
Percentage of voting interests acquired						50%
Aerwins [Member] | Merger Agreement [Member]
Property, Plant and Equipment [Line Items]
Business Combination, Consideration Transferred	$ 600,000,000
Business Acquisition, Share Price	$ 10
Merger consideration description	The Merger Consideration otherwise payable to AERWINS stockholders is subject to the withholding of a number of shares of the Company common stock equal to three percent (3.0%) of the Merger Consideration to be placed in escrow for post-closing adjustments (if any) to the Merger Consideration.
Minimum [Member]
Property, Plant and Equipment [Line Items]
Percentage of fair market value of business acquisition						80%
Business combination, net tangible assets						$ 5,000,001
Minimum [Member] | Aerwins [Member] | Merger Agreement [Member]
Property, Plant and Equipment [Line Items]
Net working capital	$ 3,000,000
Maximum [Member]
Property, Plant and Equipment [Line Items]
Working capital loans						$ 1,500,000
Maximum [Member] | Aerwins [Member] | Merger Agreement [Member]
Property, Plant and Equipment [Line Items]
Net working capital	$ 3,000,000
IPO [Member]
Property, Plant and Equipment [Line Items]
Stock issued during period, shares, new issues				10,000,000
Price per shares				$ 10
Proceeds from initial public offering				$ 100,000,000
Sale of units			11,500,000
Transaction cost				6,168,893
Underwriting fees				1,950,000
Deferred underwriting fees				3,450,000
Other costs				768,893
Cash available for working capital				$ 823,378
Business combination description						The Company will have until February 13, 2023 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 the IPO 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, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Unit in either case) for each three month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the third amended and restated certificate of incorporation) from the closing of the Offering to consummate a Business Combination (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.
IPO [Member] | Underwriters [Member]
Property, Plant and Equipment [Line Items]
Stock issued during period, shares, new issues				1,500,000
Proceeds from initial public offering						$ 2,300,000
Deferred underwriting fees						$ 3,450,000
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
Sale of units			521,675
Over-Allotment Option [Member]
Property, Plant and Equipment [Line Items]
Stock issued during period, shares, new issues			1,500,000
Price per shares			$ 10			$ 10.15
Proceeds from initial public offering			$ 15,000,000
Proceeds from private placement			$ 525,000
Sale of units			52,500
IPO and Private Placement [Member]
Property, Plant and Equipment [Line Items]
Proceeds from issuance or sale of equity						$ 116,725,000

SCHEDULE OF CONTINGENTLY REDEEM

SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Contingently redeemable Class A Common Stock	$ 118,215,005	$ 116,725,000
Common Class A [Member]
Gross Proceeds	115,000,000	115,000,000
Less: Proceeds allocated to public warrants	9,427,125	9,427,125
Less: Class A shares issuance costs	5,663,197	5,663,197
Plus: Accretion of carrying value to redemption value	1,490,005	16,815,322
Contingently redeemable Class A Common Stock	$ 118,215,005	$ 116,725,000

SCHEDULE OF BASIC AND DILUTED N

SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - USD ($)	2 Months Ended	3 Months Ended					8 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Net income (loss)	$ (229)	$ (522,132)	$ 1,360,529	$ 1,650,541	$ (1,299,503)	$ 5	$ (1,299,727)	$ 2,488,938
Common Class A [Member]
Net income (loss)		$ (421,792)			$ (931,099)		$ (710,219)	$ 2,009,274
Basic and diluted weighted average shares outstanding		12,085,425			6,318,473		2,516,448	12,043,159
Basic and diluted net income (loss) per share		$ (0.03)			$ (0.15)		$ (0.28)	$ 0.17
Common Class B [Member]
Net income (loss)		$ (100,340)			$ (368,404)		$ (589,508)	$ 479,664
Basic and diluted weighted average shares outstanding		2,875,000			2,500,000		2,088,745	2,875,000
Basic and diluted net income (loss) per share		$ (0.03)			$ (0.15)		$ (0.28)	$ 0.17

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Cash	$ 118,183			$ 118,183	$ 337,595
Cash equivalents	0			0	0
Assets Held-in-trust, Noncurrent	$ 118,577,540			$ 118,577,540	116,728,213
Unrecognized Tax Benefits					0
Interest Payable, Current					$ 0
Effective tax rate	26.60%	0%	0%	4.30%
Federal depository insurance coverage	$ 250,000			$ 250,000
Public Warrants and Placement Warrants [Member]
Property, Plant and Equipment [Line Items]
Number of warrants to purchase shares	9,102,506			9,102,506
Redeemable Class A Common Stock [Member]
Property, Plant and Equipment [Line Items]
Redemption price per share	$ 10.28			$ 10.28	$ 10.15
Redemption of shares	11,500,000			11,500,000	11,500,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Business combination, net tangible assets	$ 5,000,001			$ 5,000,001
State and Local Jurisdiction [Member]
Property, Plant and Equipment [Line Items]
Effective tax rate	(26.60%)		0%	4.30%

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares	Aug. 18, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Exercise price per share		$ 0.01
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction	11,500,000
Shares price per share	$ 10
Warrants description	Each Unit consists of one common stock and three-quarters of one redeemable warrant (“Public Warrant”).
Exercise price per share	$ 11.50

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)	Aug. 10, 2022	Aug. 10, 2022	Aug. 18, 2021	Aug. 13, 2021	Sep. 30, 2022	Dec. 31, 2021
Exercise price					$ 0.01
Common Class A [Member]
Common stock par value					0.000001	$ 0.000001
Exercise price					$ 18
Mehana Capital LLC [Member]
Proceeds from loan	$ 1,150,000	$ 1,150,000
Purchased shares of placement units	115,000	115,000
Mehana Capital LLC [Member] | Common Class A [Member]
Common stock par value	$ 0.000001	$ 0.000001
Exercise price	$ 11.50	$ 11.50
Private Placement [Member]
Sale of stock number of shares issued			521,675
Price per share			$ 10
Sale of stock value			$ 5,216,750
Purchased shares of placement units				469,175

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)						3 Months Ended		8 Months Ended	9 Months Ended
	Nov. 09, 2022	Aug. 10, 2022	Aug. 10, 2022	Aug. 13, 2021	Mar. 22, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Sep. 23, 2021	Aug. 18, 2021
Related Party Transaction [Line Items]
Cash						$ 118,183			$ 118,183	$ 337,595
Fair value of working capital loan initial measurement									92,000
Fair value of working capital loan									$ 96,200
Exercise price						$ 0.01			$ 0.01
Subsequent Event [Member]
Related Party Transaction [Line Items]
Purchased shares of placement units	115,000
Deposits	$ 1,150,000
Proceeds from loan	$ 1,150,000
Mehana Capital LLC [Member]
Related Party Transaction [Line Items]
Purchased shares of placement units		115,000	115,000
Proceeds from loan		$ 1,150,000	$ 1,150,000
Mehana Capital LLC [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Purchased shares of placement units	57,500
Proceeds from loan	$ 575,000
Mehana Equity LLC [Member] | Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Service cost payable						$ 10,000			$ 10,000
Formation cost						229			229
Incurred expense						30,000	$ 17,997	$ 17,997	90,000
Maximum [Member]
Related Party Transaction [Line Items]
Working capital loan						$ 1,500,000			$ 1,500,000
Affiliate Sponsor [Member]
Related Party Transaction [Line Items]
Working capital loan											$ 1,500,000
Business Acquisition, Share Price						$ 0.10			$ 0.10		$ 10
Proceeds from related party debt						$ 295,000			$ 470,000
Deposits						1,150,000			1,150,000
Payments for repurchase of equity									2,300,000
Affiliate Sponsor [Member] | Sponsor Working Capital Loan [Member]
Related Party Transaction [Line Items]
Issuable, value assigned						$ 1,500,000			$ 1,500,000
Business Acquisition, Share Price						$ 10			$ 10
Affiliate Sponsor [Member] | Sponsor Working Capital Loan [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Working capital loan						$ 1,500,000			$ 1,500,000
Aerwins [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Purchased shares of placement units	57,500
Proceeds from loan	$ 575,000
IPO [Member]
Related Party Transaction [Line Items]
Purchased shares of placement units				10,000,000
Price per shares												$ 10
Exercise price												$ 11.50
IPO [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Loan amount					$ 300,000
Promissory note - related party					$ 186,542
Common Class B [Member]
Related Party Transaction [Line Items]
Purchased shares of placement units					2,875,000
Cash					$ 25,000
Forfeited shares					375,000
Percentage of issued and outstanding shares					20%
Price per shares					$ 12
Common stock par value						$ 0.000001			$ 0.000001	$ 0.000001
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock par value						0.000001			0.000001	$ 0.000001
Exercise price						$ 18			$ 18
Common Class A [Member] | Mehana Capital LLC [Member]
Related Party Transaction [Line Items]
Common stock par value		$ 0.000001	$ 0.000001
Exercise price		$ 11.50	$ 11.50

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - IPO [Member] - USD ($)		9 Months Ended
	Aug. 13, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Issuance of Class B common stock to Sponsor, shares	10,000,000
Proceeds from initial public offering	$ 100,000,000
Deferred underwriting fees	3,450,000
Underwriting fees	$ 1,950,000
Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of Class B common stock to Sponsor, shares	1,500,000
Percentage of underwriting discount		2%
Proceeds from initial public offering		$ 2,300,000
Percentage of deferred fee		3%
Deferred underwriting fees		$ 3,450,000
Underwriting rebatement	$ 350,000

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Apr. 15, 2021	Mar. 22, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class of warrant or right exercise price of warrants or rights1	$ 0.01
Public Warrants [Member]
Class of Stock [Line Items]
Class of warrant or right exercise price of warrants or rights1	$ 11.50
Warrants and rights outstanding term	5 years
Warrants outstanding		8,625,000
Placement Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding	477,506	391,256
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares issued	636,675	521,675
Common stock, shares outstanding	636,675	521,675
Redemption of shares	11,500,000	11,500,000
Class of warrant or right exercise price of warrants or rights1	$ 18
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares issued	2,875,000	2,875,000		2,875,000
Common stock, shares outstanding	2,875,000	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.
Common stock, shares transfer			100,000

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	26.60%	0%	0%	4.30%
Effective income tax rate fair value of warrant liabilities				21%

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, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in trust account	$ 118,577,540	$ 116,728,213
Public Warrants	776,250	4,052,888
Private placement warrants	42,976	190,151
Sponsor working capital loan	96,200
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in trust account	118,577,540	116,728,213
Public Warrants		4,052,888
Private placement warrants
Sponsor working capital loan
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in trust account
Public Warrants	776,250
Private placement warrants	42,976
Sponsor working capital loan
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in trust account
Public Warrants
Private placement warrants		$ 190,151
Sponsor working capital loan	$ 96,200

SCHEDULE OF CHANGE IN FAIR VALU

SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES (Details) - USD ($)	3 Months Ended			11 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of beginning balance				$ 4,052,888
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of beginning balance	$ 23,475	$ 95,075	$ 190,151
Fair value as of beginning balance				9,864,941
Fair value as of beginning balance	(31,238)	(71,600)	(95,076)	(5,621,902)
Fair value as of beginning balance				(4,052,888)
Fair value as of beginning balance
Fair value as of beginning balance
Fair value as of beginning balance	7,763
Fair value as of beginning balance
Fair value as of beginning balance		23,475	95,075	190,151
Sponsor Working Capital Loan [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of beginning balance	35,000
Fair value as of beginning balance	13,600	13,000
Fair value as of beginning balance
Fair value as of beginning balance
Fair value as of beginning balance	7,000	23,000
Fair value as of beginning balance	5,200	(1,000)
Fair value as of beginning balance
Fair value as of beginning balance	35,400
Fair value as of beginning balance	$ 96,200	$ 35,000

SCHEDULE OF FAIR VALUE MEASUREM

SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES (Details)						6 Months Ended	9 Months Ended	11 Months Ended
	Sep. 12, 2022 USD ($) $ / shares	Aug. 08, 2022 USD ($) $ / shares	Jul. 16, 2022 USD ($) $ / shares	May 24, 2022 USD ($) $ / shares	Apr. 01, 2022 USD ($) $ / shares	Jun. 30, 2022	Sep. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of warrants								$ 0.49
Fair value of Sponsor Working Capital Loan | $	$ 35,400	$ 13,600	$ 7,000	$ 13,000	$ 23,000		$ 96,200
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unit price	$ 10.12	$ 10.10	$ 10.10	$ 10.08	$ 10.38		$ 10.21
Measurement Input, Share Price [Member] | Private Placement Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input								9.97
Measurement Input, Exercise Price [Member] | Private Placement Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input								11.50
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term	2 months 12 days	3 months 18 days	3 months 18 days	4 months 24 days	6 months		1 month 6 days
Measurement Input, Expected Term [Member] | Private Placement Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term								5 years 7 months 6 days
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	5.2	1.4	5.9	5.5	14		13.2
Measurement Input, Price Volatility [Member] | Private Placement Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input								9.5
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	2.9	2.7	2.5	1.2	1.1		2.9
Measurement Input, Risk Free Interest Rate [Member] | Private Placement Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input								1.3
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield
Measurement Input, Expected Dividend Rate [Member] | Private Placement Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield
Measurement Input Probability Of Completing Business Combination [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	20	16	20	20	20		20
Measurement Input Probability Of Completing Business Combination [Member] | Private Placement Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input								90
Measurement Input, Conversion Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion price	$ 10	$ 10	$ 10	$ 10	$ 10		$ 10
Measurement Input, Discount Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	5.7	6.3	8.5	9.8	9.8		8.9

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Marketable Securities held in Trust Account	$ 118,577,540			$ 118,577,540	$ 116,728,213
Estimated fair value of public warrants transferred from level 3 measurement to level 1 measurement					$ 4,052,888
Fair Value Adjustment of Warrants	270,488	$ 680,914	$ 680,914	(3,431,576)
Fair Value Adjustment of Warrants	(270,488)	$ (680,914)	$ (680,914)	3,431,576
Loss on fair value of warrants	5,200			4,200
Proceeds from working capital loan	$ 239,000			$ 378,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Nov. 09, 2022	Aug. 13, 2021	Feb. 13, 2023	Oct. 27, 2022	Aug. 18, 2021
Private Placement [Member]
Subsequent Event [Line Items]
Issuance of Class B common stock to Sponsor, shares		469,175
Shares price per share					$ 10
Subsequent Event [Member]
Subsequent Event [Line Items]
Loans Payable				$ 215,000
Issuance of Class B common stock to Sponsor, shares	115,000
Proceeds from loans	$ 1,150,000
Subsequent Event [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Shares price per share	$ 10		$ 0.10