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 |