Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 03, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40871 | |
Entity Registrant Name | Parsec Capital Acquisitions Corp. | |
Entity Central Index Key | 0001855751 | |
Entity Tax Identification Number | 86-2087408 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 320 W. Main Street | |
Entity Address, City or Town | Lewisville | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75057 | |
City Area Code | (203) | |
Local Phone Number | 524-6524 | |
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, and one Warrant [Member] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, and one Warrant | |
Trading Symbol | PCXCU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock, par value $0.0001 per share [Member] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | PCX | |
Security Exchange Name | NASDAQ | |
Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share [Member] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | PCXCW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,156,250 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 368,017 | $ 568,569 |
Prepaid expenses | 154,032 | 372,190 |
Total current assets | 522,049 | 940,759 |
Cash and investment held in Trust Account | 87,678,389 | 87,550,283 |
Total assets | 88,200,438 | 88,491,042 |
Current liabilities: | ||
Accrued expenses | 418,881 | 384,839 |
Due to related party | 88,710 | 28,710 |
Total current liabilities | 507,591 | 413,549 |
Deferred underwriting commissions | 3,018,750 | 3,018,750 |
Total liabilities | 3,526,341 | 3,432,299 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption, 8,625,000 shares at redemption value of $10.15 | 87,543,750 | 87,543,750 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (2,869,869) | (2,485,223) |
Total Stockholders’ Deficit | (2,869,653) | (2,485,007) |
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit | 88,200,438 | 88,491,042 |
Common Class A [Member] | ||
Stockholders’ Deficit: | ||
Common stock value | ||
Common Class B [Member] | ||
Stockholders’ Deficit: | ||
Common stock value | $ 216 | $ 216 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Temporary equity shares authorized | 8,625,000 | 8,625,000 |
Temporary equity redemption price per share | $ 10.15 | $ 10.15 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares, issued | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common stock shares subject to redemption | 8,625,000 | 8,625,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,156,250 | 2,156,250 |
Common stock, shares outstanding | 2,156,250 | 2,156,250 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Formation and operating costs | $ 281,621 | $ 150 | $ 558 | $ 512,875 |
Loss from operations | (281,621) | (150) | (558) | (512,875) |
Other income | ||||
Bank interest income | 108 | 123 | ||
Trust Interest Income | 118,224 | 128,106 | ||
Total other income | 118,332 | 128,229 | ||
Net loss | $ (163,289) | $ (150) | $ (558) | $ (384,646) |
Common Class A [Member] | ||||
Other income | ||||
Weighted average shares outstanding | 8,625,000 | 8,625,000 | ||
Basic and diluted net loss per share | $ (0.02) | $ (0.04) | ||
Common Class B [Member] | ||||
Other income | ||||
Weighted average shares outstanding | 2,156,250 | 1,875,000 | 1,875,000 | 2,156,250 |
Basic and diluted net loss per share | $ (0.02) | $ 0 | $ 0 | $ (0.04) |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parenthetical) - shares | 3 Months Ended | 5 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Common Class B [Member] | ||
Stock issued, subject to forfeitures | 281,250 | 281,250 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) - USD ($) | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Feb. 10, 2021 | ||||
Begining balance, shares at Feb. 10, 2021 | ||||
Net loss | (408) | (408) | ||
Issuance of Class B common stock to initial stockholders | $ 216 | 24,784 | 25,000 | |
Issuance of Class B common stock to initial stockholders, shares | 2,156,250 | |||
Ending balance, value at Mar. 31, 2021 | $ 216 | 24,784 | (408) | 24,592 |
Ending balance, shares at Mar. 31, 2021 | 2,156,250 | |||
Beginning balance, value at Feb. 10, 2021 | ||||
Begining balance, shares at Feb. 10, 2021 | ||||
Net loss | (558) | |||
Ending balance, value at Jun. 30, 2021 | $ 216 | 24,784 | (558) | 24,442 |
Ending balance, shares at Jun. 30, 2021 | 2,156,250 | |||
Beginning balance, value at Mar. 31, 2021 | $ 216 | 24,784 | (408) | 24,592 |
Begining balance, shares at Mar. 31, 2021 | 2,156,250 | |||
Net loss | (150) | (150) | ||
Ending balance, value at Jun. 30, 2021 | $ 216 | 24,784 | (558) | 24,442 |
Ending balance, shares at Jun. 30, 2021 | 2,156,250 | |||
Beginning balance, value at Dec. 31, 2021 | $ 216 | (2,485,223) | (2,485,007) | |
Begining balance, shares at Dec. 31, 2021 | 2,156,250 | |||
Net loss | (221,357) | (221,357) | ||
Ending balance, value at Mar. 31, 2022 | $ 216 | (2,706,580) | (2,706,364) | |
Ending balance, shares at Mar. 31, 2022 | 2,156,250 | |||
Beginning balance, value at Dec. 31, 2021 | $ 216 | (2,485,223) | (2,485,007) | |
Begining balance, shares at Dec. 31, 2021 | 2,156,250 | |||
Net loss | (384,646) | |||
Ending balance, value at Jun. 30, 2022 | $ 216 | (2,869,869) | (2,869,653) | |
Ending balance, shares at Jun. 30, 2022 | 2,156,250 | |||
Beginning balance, value at Mar. 31, 2022 | $ 216 | (2,706,580) | (2,706,364) | |
Begining balance, shares at Mar. 31, 2022 | 2,156,250 | |||
Net loss | (163,289) | (163,289) | ||
Ending balance, value at Jun. 30, 2022 | $ 216 | $ (2,869,869) | $ (2,869,653) | |
Ending balance, shares at Jun. 30, 2022 | 2,156,250 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 11 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||||||
Net loss | $ (408) | $ (163,289) | $ (221,357) | $ (150) | $ (558) | $ (384,646) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Formation cost paid by Sponsor in exchange of issuance of Class B common stock | 388 | ||||||
Interest earned on cash and investment held in Trust Account | (118,224) | (128,106) | |||||
Changes in current assets and liabilities: | |||||||
Prepaid assets | 218,158 | ||||||
Accrued costs and expenses | 34,042 | ||||||
Due to related party | 60,000 | ||||||
Net cash used in operating activities | (170) | (200,552) | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of promissory note to related party | 84,980 | ||||||
Proceeds from issuance of common stock to sponsor | 25,000 | ||||||
Payment of deferred offering costs | (102,346) | ||||||
Net cash provided by financing activities | 7,634 | ||||||
Net change in cash | 7,464 | (200,552) | |||||
Cash, beginning of the period | $ 568,569 | 568,569 | |||||
Cash, end of the period | $ 368,017 | $ 7,464 | 7,464 | 368,017 | $ 568,569 | ||
Supplemental disclosure of non-cash financing activities: | |||||||
Deferred offering costs paid through issuance of promissory note | 47,227 | ||||||
Deferred offering cost included in accrued expenses |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 - Organization and Business Operations Parsec Capital Acquisitions Corp. (the “Company”) is a blank check company incorporated on February 11, 2021 As of June 30, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity through June 30, 2022 relates to the Company’s formation and preparation for the Initial Public Offering (the “Public Offering” or “IPO”) as described below and identifying a target company for an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company’s sponsor is Parsec Acquisitions Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 5, 2021 (the “Effective Date”). On October 8, 2021, the Company consummated the IPO of 8,625,000 10.00 1,125,000 86,250,000 Simultaneously with the consummation of the IPO, the Company consummated the private placement of 4,518,750 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $ 1.00 per Private Placement Warrant in a private placement, generating gross proceeds to the Company of $ 4,518,750 , which is described in Note 4. The excess of fair market value over gross proceeds for the Private Placement Warrants was $ 632,625 and was recorded in the statements of operations for the period from February 11, 2021 (inception) though December 31, 2021. Transaction costs amounted to $ 5,174,429 1,725,000 3,018,750 430,679 Following the closing of the IPO on October 8, 2021, $ 87,543,750 10.15 100,000 100 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is $ 10.15 10.15 The Company will have only 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO at the election of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation) to complete the initial Business Combination (the “Combination Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period (and the Company’s stockholders have not approved an amendment to the Company’s charter extending this time period), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 100,000 The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public share due to reductions in the value of the trust assets Going Concern As of June 30, 2022, the Company had $ 368,017 14,458 25,000 300,000 In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of June 30, 2022 and December 31, 2021, there were no The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company will have only 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO at the election of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation) to complete the initial Business Combination. If the Company is unable to complete a business combination by the close of business on October 8, 2022, then the Company will cease all operations except for the purpose of liquidating. Inadequate working capital and this date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and the Russia-Ukraine war and has concluded that while it is reasonably possible that it 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 these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 14, 2022. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 unaudited condensed 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 the unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. Cash and Investment Held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. As of June 30, 2022, investments in the Company’s Trust Account consisted of $ 87,678,389 496 87,549,787 87,678,389 Schedule of Fair Value of Maturity Securities Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of June 30, 2022 Money Market $ 87,678,389 $ — $ — $ 87,678,389 $ 87,678,389 $ — $ — $ 87,678,389 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 Cash $ 496 $ — $ — $ 496 U.S. Treasury Securities 87,549,787 1,941 — 87,551,728 $ 87,550,283 $ 1,941 $ — $ 87,552,224 A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the Public Offering. Offering costs amounted to $ 5,174,429 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets primarily due to their short-term nature. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. The following table represents Class A Common stock subject to redemption at June 30, 2022 and December 31, 2021. Schedule of Class A Common Stock Subject to Redemption Gross proceeds $ 86,250,000 Less: Proceeds Allocated to Public Warrants (9,832,500 ) Less: Class A Common stock issuance costs (4,565,548 ) Remeasurement of carrying value to redemption value 15,691,798 Class A Common stock subject to possible redemption $ 87,543,750 Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. Net Loss Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At June 30, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 13,143,750 The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock. Schedule of Earnings (Loss) Per Share Three Months Ended June 30, 2022 2021 Class A (redeemable) Class B (non-redeemable) Class A (redeemable) Class B (non-redeemable) Basic and diluted net loss per share: Numerator: Allocation of net loss $ (130,631 ) $ (32,658 ) $ — $ (150 ) Denominator: Weighted-average shares Outstanding 8,625,000 2,156,250 — 1,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ — $ (0.00 ) For the three months ended June 30, 2021, Class B common stock excluded 281,250 Six Months Ended June 30, For the period from February 11, 2021 (inception) through June 30, 2022 2021 Class A (redeemable) Class B (non-redeemable) Class A (redeemable) Class B (non-redeemable) Basic and diluted net loss per share: Numerator: Allocation of net loss $ (307,717 ) $ (76,929 ) $ — $ (558 ) Denominator: Weig hted-average shares Outstanding 8,625,000 2,156,250 — 1,875,000 Weighted-average shares Outstanding 8,625,000 2,156,250 — 1,875,000 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ — $ (0.00 ) For the period from February 11, 2021 (inception) through June 30, 2021, Class B common stock excluded 281,250 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. 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 Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering Public Units On October 8, 2021, the Company sold 8,625,000 1,125,000 10.00 11.50 The Company paid an underwriting fee at the closing of the IPO of $ 1,725,000 3,018,750 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 4,518,750 11.50 1.00 4,518,750 The Private Placement Warrants are identical to the Public Warrants sold in the IPO except that the Private Placement Warrants, (a) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (b) will be entitled to registration rights. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On March 12, 2021, the Sponsor paid $ 25,000 0.017 1,437,500 0.0001 718,750 2,156,250 281,250 On July 9, 2021, the Sponsor entered into a Stock Grant Agreement with the Company’s independent directors and certain of the Company’s officers, under which they are granted Founder Shares and Private Placement Warrants as an inducement to serve as directors and officers of the Company. Under the terms of the agreement, the Sponsor will transfer 37,500 60,000 40,000 0.017 4,250 1.9 Additionally, under the terms of the agreement, the Sponsor transferred 22,500 36,000 24,000 171,488 The initial stockholders have agreed not to transfer, assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the reported last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination Promissory Note - Related Party The Sponsor issued a promissory note allowing the Company to borrow up to $ 300,000 137,575 137,575 Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (“Working Capital Loans”). If the Company completes the initial Business Combination, it would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,125,000 1.00 Administrative Service Fee The Company has entered into an administrative services agreement on the effective date of the registration statement for the IPO pursuant to which the Company will pay an affiliate of the Sponsor a total of $ 10,000 30,000 60,000 88,710 28,710 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration Rights The holders of the founder shares, the Private Placement Warrants (including securities contained therein) and warrants (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 Private Placement Warrants and any shares of Class A common stock and warrants that may be issued upon conversion as part of the Working Capital Loans and Class A common stock issuable upon conversion of the founder shares, are entitled to registration rights pursuant to a registration rights agreement signed on October 8, 2021, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers 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 the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On October 8, 2021, the Company paid a cash underwriting discount of 2.0 1,725,000 The underwriters are entitled to a deferred underwriting discount of 3.5 3,018,750 |
Stockholder_s Deficit
Stockholder’s Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholder’s Deficit | Note 7 - Stockholder’s Deficit Preferred Stock 1,000,000 0.0001 no Class A Common stock 100,000,000 0.0001 no 8,625,000 Class B Common stock 10,000,000 0.0001 Holders are entitled to one vote for each share of Class B common stock 2,156,250 Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. Unless specified in the Company’s certificate of incorporation or bylaws, or as required by applicable provisions of the Delaware General Corporate Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The shares of Class B common stock will automatically convert into shares of the Class A common stock at the time of the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the placement warrants and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or placement equivalent warrants to our Sponsor or its affiliates upon conversion of Working Capital Loans made to the Company). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Warrants 8,625,000 4,518,750 11.50 The Company has agreed that the Company will use its best efforts to file with the SEC a 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 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 foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), provided that such exemption is available. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the placement warrants): ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments | Note 8 - Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● 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; ● 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 many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The following tables present information about the Company’s assets as of June 30, 2022 and December 31, 2021, and indicates the Level in the fair value hierarchy: Schedule of Liabilities Measured at Fair value on a Recurring Basis Quoted Significant Significant Prices In Other Other Active Observable Unobservable Markets Inputs Inputs June 30, 2022 (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account $ 87,678,389 $ 87,678,389 $ — $ — Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Cash and investment held in Trust Account $ 87,550,283 $ 87,550,283 $ — $ — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 14, 2022. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 unaudited condensed 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 the unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements. Making estimates requires management to exercise significant judgement. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021. |
Cash and Investment Held in Trust Account | Cash and Investment Held in Trust Account At June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. As of June 30, 2022, investments in the Company’s Trust Account consisted of $ 87,678,389 496 87,549,787 87,678,389 Schedule of Fair Value of Maturity Securities Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of June 30, 2022 Money Market $ 87,678,389 $ — $ — $ 87,678,389 $ 87,678,389 $ — $ — $ 87,678,389 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 Cash $ 496 $ — $ — $ 496 U.S. Treasury Securities 87,549,787 1,941 — 87,551,728 $ 87,550,283 $ 1,941 $ — $ 87,552,224 A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the Public Offering. Offering costs amounted to $ 5,174,429 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets primarily due to their short-term nature. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. The following table represents Class A Common stock subject to redemption at June 30, 2022 and December 31, 2021. Schedule of Class A Common Stock Subject to Redemption Gross proceeds $ 86,250,000 Less: Proceeds Allocated to Public Warrants (9,832,500 ) Less: Class A Common stock issuance costs (4,565,548 ) Remeasurement of carrying value to redemption value 15,691,798 Class A Common stock subject to possible redemption $ 87,543,750 |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. |
Net Loss Per Common Stock | Net Loss Per Common Stock The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At June 30, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 13,143,750 The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock. Schedule of Earnings (Loss) Per Share Three Months Ended June 30, 2022 2021 Class A (redeemable) Class B (non-redeemable) Class A (redeemable) Class B (non-redeemable) Basic and diluted net loss per share: Numerator: Allocation of net loss $ (130,631 ) $ (32,658 ) $ — $ (150 ) Denominator: Weighted-average shares Outstanding 8,625,000 2,156,250 — 1,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ — $ (0.00 ) For the three months ended June 30, 2021, Class B common stock excluded 281,250 Six Months Ended June 30, For the period from February 11, 2021 (inception) through June 30, 2022 2021 Class A (redeemable) Class B (non-redeemable) Class A (redeemable) Class B (non-redeemable) Basic and diluted net loss per share: Numerator: Allocation of net loss $ (307,717 ) $ (76,929 ) $ — $ (558 ) Denominator: Weig hted-average shares Outstanding 8,625,000 2,156,250 — 1,875,000 Weighted-average shares Outstanding 8,625,000 2,156,250 — 1,875,000 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ — $ (0.00 ) For the period from February 11, 2021 (inception) through June 30, 2021, Class B common stock excluded 281,250 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
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 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Maturity Securities | Schedule of Fair Value of Maturity Securities Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of June 30, 2022 Money Market $ 87,678,389 $ — $ — $ 87,678,389 $ 87,678,389 $ — $ — $ 87,678,389 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 Cash $ 496 $ — $ — $ 496 U.S. Treasury Securities 87,549,787 1,941 — 87,551,728 $ 87,550,283 $ 1,941 $ — $ 87,552,224 |
Schedule of Class A Common Stock Subject to Redemption | Schedule of Class A Common Stock Subject to Redemption Gross proceeds $ 86,250,000 Less: Proceeds Allocated to Public Warrants (9,832,500 ) Less: Class A Common stock issuance costs (4,565,548 ) Remeasurement of carrying value to redemption value 15,691,798 Class A Common stock subject to possible redemption $ 87,543,750 |
Schedule of Earnings (Loss) Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock. Schedule of Earnings (Loss) Per Share Three Months Ended June 30, 2022 2021 Class A (redeemable) Class B (non-redeemable) Class A (redeemable) Class B (non-redeemable) Basic and diluted net loss per share: Numerator: Allocation of net loss $ (130,631 ) $ (32,658 ) $ — $ (150 ) Denominator: Weighted-average shares Outstanding 8,625,000 2,156,250 — 1,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ — $ (0.00 ) For the three months ended June 30, 2021, Class B common stock excluded 281,250 Six Months Ended June 30, For the period from February 11, 2021 (inception) through June 30, 2022 2021 Class A (redeemable) Class B (non-redeemable) Class A (redeemable) Class B (non-redeemable) Basic and diluted net loss per share: Numerator: Allocation of net loss $ (307,717 ) $ (76,929 ) $ — $ (558 ) Denominator: Weig hted-average shares Outstanding 8,625,000 2,156,250 — 1,875,000 Weighted-average shares Outstanding 8,625,000 2,156,250 — 1,875,000 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ — $ (0.00 ) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Liabilities Measured at Fair value on a Recurring Basis | The following tables present information about the Company’s assets as of June 30, 2022 and December 31, 2021, and indicates the Level in the fair value hierarchy: Schedule of Liabilities Measured at Fair value on a Recurring Basis Quoted Significant Significant Prices In Other Other Active Observable Unobservable Markets Inputs Inputs June 30, 2022 (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account $ 87,678,389 $ 87,678,389 $ — $ — Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: Cash and investment held in Trust Account $ 87,550,283 $ 87,550,283 $ — $ — |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | 5 Months Ended | 6 Months Ended | 11 Months Ended | |
Oct. 08, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Entity incorporation, date of incorporation | Feb. 11, 2021 | |||
Proceeds from issuance initial public offering | $ 3,018,750 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||
Proceeds from Issuance of Private Placement | $ 4,518,750 | |||
[custom:ExcessOfFairValueOverProceedsFromPrivatePlacementWarrants] | $ 632,625 | |||
Shares redemption, share price | $ 10.15 | |||
Trust account funds description | The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public share due to reductions in the value of the trust assets | |||
Cash | $ 368,017 | 568,569 | ||
Working capital | 14,458 | |||
Proceeds from issuance of common stock | $ 25,000 | |||
Working capital loan outstanding | 0 | $ 0 | ||
Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of common stock | $ 25,000 | |||
Investor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares redemption, share price | $ 10.15 | |||
Maximum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Interest expense | $ 100,000 | |||
Maximum [Member] | Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from Loans | $ 300,000 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 8,625,000 | 13,143,750 | ||
Share Price | $ 10 | |||
Proceeds from issuance initial public offering | $ 86,250,000 | |||
Transaction costs | 5,174,429 | |||
Underwriting commissions | 1,725,000 | |||
Other offering costs | 430,679 | |||
Deposit assets | $ 87,543,750 | |||
Shares issued price per share | $ 10.15 | |||
Shares redemption percentage | 100% | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 1,125,000 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 13,143,750 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,518,750 | 4,518,750 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 |
Schedule of Fair Value of Matur
Schedule of Fair Value of Maturity Securities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Line Items] | ||
Amortized cost and carrying value | $ 87,678,389 | $ 87,550,283 |
Gross unrealized gains | 1,941 | |
Gross unrealized losses | ||
Fair Value | 87,678,389 | 87,552,224 |
Money Market Funds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost and carrying value | 87,678,389 | |
Gross unrealized gains | ||
Gross unrealized losses | ||
Fair Value | $ 87,678,389 | |
Cash [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost and carrying value | 496 | |
Gross unrealized gains | ||
Gross unrealized losses | ||
Fair Value | 496 | |
US Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Amortized cost and carrying value | 87,549,787 | |
Gross unrealized gains | 1,941 | |
Gross unrealized losses | ||
Fair Value | $ 87,551,728 |
Schedule of Class A Common Stoc
Schedule of Class A Common Stock Subject to Redemption (Details) - USD ($) | 5 Months Ended | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Less: Class A Common stock issuance costs | $ (25,000) | ||
Common Class A [Member] | |||
Gross proceeds | 86,250,000 | $ 86,250,000 | |
Less: Proceeds Allocated to Public Warrants | (9,832,500) | (9,832,500) | |
Less: Class A Common stock issuance costs | (4,565,548) | (4,565,548) | |
Remeasurement of carrying value to redemption value | 15,691,798 | 15,691,798 | |
Class A Common stock subject to possible redemption | $ 87,543,750 | $ 87,543,750 |
Schedule of Earnings (Loss) Per
Schedule of Earnings (Loss) Per Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | |
Allocation of net loss | $ (408) | $ (163,289) | $ (221,357) | $ (150) | $ (558) | $ (384,646) |
Class A Redeemable [Member] | ||||||
Allocation of net loss | $ (130,631) | $ (307,717) | ||||
Weighted-average shares Outstanding | 8,625,000 | 8,625,000 | ||||
Basic and diluted net loss per share | $ (0.02) | $ (0.04) | ||||
Class B Non Redeemable [Member] | ||||||
Allocation of net loss | $ (32,658) | $ (150) | $ (558) | $ (76,929) | ||
Weighted-average shares Outstanding | 2,156,250 | 1,875,000 | 1,875,000 | 2,156,250 | ||
Basic and diluted net loss per share | $ (0.02) | $ 0 | $ 0 | $ (0.04) |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Oct. 08, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Cash | $ 496 | ||||
Cash FDIC | $ 250,000 | ||||
Common Class B [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Stock issued, subject to forfeitures | 281,250 | 281,250 | |||
IPO [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Offering costs | $ 5,174,429 | ||||
Purchase of shares | 8,625,000 | 13,143,750 | |||
Private Placement [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Purchase of shares | 13,143,750 | ||||
Trust Account [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Cash | $ 87,678,389 | ||||
Marketable securities | $ 87,678,389 | $ 87,549,787 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 6 Months Ended | ||
Oct. 08, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Deferred underwriting commissions | $ 3,018,750 | $ 3,018,750 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of Class B common stock to initial stockholders, shares | 8,625,000 | 13,143,750 | |
Share Price | $ 10 | ||
Underwriting commissions | $ 1,725,000 | ||
Deferred underwriting commissions | $ 3,018,750 | ||
IPO [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share Price | $ 11.50 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of Class B common stock to initial stockholders, shares | 1,125,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Oct. 08, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 0.01 | |
Proceeds from warrant exercise | $ 4,518,750 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 4,518,750 | 4,518,750 |
Exercise price of warrants | $ 1 | $ 1 |
Private Placement Warrants [Member] | Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||
Oct. 26, 2021 | Jul. 09, 2021 | Mar. 12, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Proceeds from related party debt | $ 84,980 | ||||||||
Issuance of shares of common stock | $ 25,000 | ||||||||
Related party transaction, description | subsequent to the initial Business Combination, (x) if the reported last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination | ||||||||
Accrued expenses | $ 418,881 | $ 418,881 | $ 384,839 | ||||||
Warrant [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Working capital loans | $ 1,125,000 | $ 1,125,000 | |||||||
Conversion price per share into warrant price | $ 1 | $ 1 | |||||||
Unsecured Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt amount | $ 137,575 | $ 137,575 | |||||||
Payment on promissory note - related party | $ 137,575 | ||||||||
Maximum [Member] | Unsecured Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt amount | 300,000 | 300,000 | |||||||
Administrative Services Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment for rent | 10,000 | ||||||||
Administrative service fee | 30,000 | 60,000 | |||||||
Accrued expenses | $ 88,710 | $ 88,710 | $ 28,710 | ||||||
Chief Executive Officer [Member] | Stock Grant Agreement [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of Class B common stock to initial stockholders, shares | 36,000 | ||||||||
Chief Financial Officer [Member] | Stock Grant Agreement [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of Class B common stock to initial stockholders, shares | 24,000 | ||||||||
Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares outstanding | 2,156,250 | 2,156,250 | 2,156,250 | ||||||
Sponsor [Member] | Stock Grant Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 0.017 | ||||||||
Issuance of shares of common stock | $ 4,250 | ||||||||
Fair value of shares | 1,900,000 | ||||||||
Sponsor [Member] | Stock Grant Agreement [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fair value of shares | $ 171,488 | ||||||||
Sponsor [Member] | Four Independent Directors [Member] | Stock Grant Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of Class B common stock to initial stockholders, shares | 37,500 | ||||||||
Sponsor [Member] | Four Independent Directors [Member] | Stock Grant Agreement [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of Class B common stock to initial stockholders, shares | 22,500 | ||||||||
Sponsor [Member] | Chief Executive Officer [Member] | Stock Grant Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of Class B common stock to initial stockholders, shares | 60,000 | ||||||||
Sponsor [Member] | Chief Financial Officer [Member] | Stock Grant Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of Class B common stock to initial stockholders, shares | 40,000 | ||||||||
Sponsor [Member] | Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from related party debt | $ 25,000 | ||||||||
Share price | $ 0.017 | ||||||||
Issuance of Class B common stock to initial stockholders, shares | 1,437,500 | ||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||
Stock dividends shares | 718,750 | ||||||||
Common stock shares outstanding | 2,156,250 | ||||||||
Number of shares forfeited | 281,250 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Oct. 08, 2021 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Cash underwriting discount percent | 2% |
Cash underwriting discount, amount | $ 1,725,000 |
Deferred underwriting discount | 3.50% |
Proceeds from issuance initial public offering | $ 3,018,750 |
Stockholder_s Deficit (Details
Stockholder’s Deficit (Details Narrative) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred stock, shares authorizied | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Exercise price of warrants | $ 0.01 | |
Warrant [Member] | ||
Class of Stock [Line Items] | ||
Redemption period | 30 days | |
Stock price trigger for redemption of public warrants | $ 18 | |
Equity-linked securities for capital, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | |
Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Warrants outstanding | 8,625,000 | 8,625,000 |
Private Placement Warrants [Member] | ||
Class of Stock [Line Items] | ||
Warrants outstanding | 4,518,750 | 4,518,750 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorizied | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common stock shares subject to redemption | 8,625,000 | 8,625,000 |
Common Class A [Member] | Private Placement Warrants [Member] | ||
Class of Stock [Line Items] | ||
Exercise price of warrants | $ 11.50 | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorizied | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 2,156,250 | 2,156,250 |
Common stock, shares outstanding | 2,156,250 | 2,156,250 |
Common stock voting, description | Holders are entitled to one vote for each share of Class B common stock |
Schedule of Liabilities Measure
Schedule of Liabilities Measured at Fair value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Investments held in Trust Account | $ 87,678,389 | $ 87,550,283 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Investments held in Trust Account | 87,678,389 | 87,550,283 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Investments held in Trust Account | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Investments held in Trust Account |