Document And Entity Information
Document And Entity Information - USD ($) | 10 Months Ended | ||
Dec. 31, 2021 | Mar. 15, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | PACIFICO ACQUISITION CORP. | ||
Trading Symbol | PAFO | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 7,495,000 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001858414 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40801 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2422615 | ||
Entity Address, Address Line One | 521 Fifth Avenue 17th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10175 | ||
City Area Code | (646) | ||
Local Phone Number | 886 8892 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 1195 | ||
Auditor Name | UHY LLP | ||
Auditor Location | New York, New York |
Condensed Balance Sheet
Condensed Balance Sheet | Dec. 31, 2021USD ($) |
Current assets | |
Cash | $ 217,818 |
Prepaid expense | 181,160 |
Marketable securities held in trust account | 58,076,305 |
Total Current Assets | 58,475,283 |
Total Assets | 58,475,283 |
Current Liabilities | |
Due to related party | 3,201 |
Accounts payable | 36,530 |
Franchise taxes payable | 25,280 |
Deferred underwriter commissions | 2,469,769 |
Total Current Liabilities | 2,534,780 |
Commitments and Contingencies | |
Redeemable Common Stock | |
Common stock subject to possible redemption, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding at redemption value | 51,326,825 |
Stockholders’ Equity | |
Common stock, $0.0001 par value; 10,000,000 shares authorized; 1,745,000 shares issued and outstanding | 175 |
Additional paid-in capital | 4,834,950 |
Accumulated deficit | (221,447) |
Total Stockholders’ Equity | 4,613,678 |
Total Liabilities and Stockholders’ Equity | $ 58,475,283 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parentheticals) | Dec. 31, 2021$ / sharesshares |
Statement of Financial Position [Abstract] | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 5,750,000 |
Common stock, shares outstanding | 5,750,000 |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 1,745,000 |
Common stock, shares outstanding | 1,745,000 |
Condensed Statements of Operati
Condensed Statements of Operations | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Income Statement [Abstract] | |
Formation and operating costs | $ 197,472 |
Franchise tax | 25,280 |
Loss from operations | (222,752) |
Other income | |
Interest income on marketable securities held in trust account | 1,305 |
Net loss | $ (221,447) |
Weighted average shares outstanding of redeemable common stock (in Shares) | shares | 1,990,132 |
Basic and diluted net income (loss) per share, redeemable common stock (in Dollars per share) | $ / shares | $ 0.44 |
Weighted average shares outstanding of non-redeemable common stock (in Shares) | shares | 1,418,380 |
Basic and diluted net income (loss) per share, non-redeemable common stock (in Dollars per share) | $ / shares | $ (0.77) |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Equity - 10 months ended Dec. 31, 2021 - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Mar. 01, 2021 | ||||
Balance (in Shares) at Mar. 01, 2021 | ||||
Common stock issued to initial stockholders | $ 144 | 24,856 | 25,000 | |
Common stock issued to initial stockholders (in Shares) | 1,437,500 | |||
Sale of public units in initial public offering | $ 575 | 57,499,425 | 57,500,000 | |
Sale of public units in initial public offering (in Shares) | 5,750,000 | |||
Sale of private units | $ 31 | 3,074,969 | 3,075,000 | |
Sale of private units (in Shares) | 307,500 | |||
Sale of unit purchase option to underwriter | 100 | 100 | ||
Underwriter commissions | (3,907,269) | (3,907,269) | ||
Offering costs | (530,881) | (530,881) | ||
Initial measurement of common stock subject to redemption under ASC 480-10-S99 against additional paid-in capital | $ (575) | (48,929,011) | (48,929,586) | |
Initial measurement of common stock subject to redemption under ASC 480-10-S99 against additional paid-in capital (in Shares) | (5,750,000) | |||
Accretion of initial measurement of common stock subject to redemption value | (2,397,239) | (2,397,239) | ||
Net loss for the year | (221,447) | (221,447) | ||
Balance at Dec. 31, 2021 | $ 175 | $ 4,834,950 | $ (221,447) | $ 4,613,678 |
Balance (in Shares) at Dec. 31, 2021 | 1,745,000 |
Statement of Cash Flows
Statement of Cash Flows | 10 Months Ended |
Dec. 31, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (221,447) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest income earned in trust account | (1,305) |
Change in operating assets and liabilities: | |
Prepaid expenses | (181,160) |
Due to related party | 3.201 |
Accounts payable | 36,530 |
Franchise taxes payable | 25,280 |
Net cash flows used in operating activities | (338,901) |
CASH FLOWS FROM INVESTING ACTIVITIES | |
Cash invested in marketable securities held in trust account | (58,075,000) |
Net cash flows used investing activities | (58,075,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Proceeds from sale of public units in Initial Public Offering | 57,500,000 |
Proceeds from sale of private units | 3,075,000 |
Proceeds from issuance of common stock to initial stockholders | 25,000 |
Payment of underwriter commissions | (1,437,500) |
Payment of offering costs | (530,881) |
Proceeds from issuance of promissory note to related party | 200,000 |
Repayment of promissory note to related party | (200,000) |
Net cash flows provided by financing activities | 58,631,719 |
NET INCREASE (DECREASE) IN CASH | 217,818 |
CASH, BEGINNING OF PERIOD | |
CASH, END OF PERIOD | 217,818 |
Supplemental disclosure of noncash activities: | |
Deferred underwriter commission | 2,469,769 |
Accretion of carrying value to redemption value | 2,397,239 |
Initial measurement of common stock subject to redemption | $ 48,929,586,000,000 |
Organization and Business Opera
Organization and Business Operations | 10 Months Ended |
Dec. 31, 2021 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Pacifico Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on March 2, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations and had not generated revenue. All activities through December 31, 2021 relate to the Company’s formation and the initial public offering (the “IPO”) described below. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Pacifico Capital LLC, a Delaware limited liability company (the “Sponsor”). Financing The registration statement for the Company’s IPO (as described in Note 3) was declared effective on September 13, 2021. On September 16, 2021, the Company consummated the IPO of 5,000,000 units at $10.00 per unit (the “Public Units’), generating gross proceeds of $50,000,000. Simultaneously with the IPO, the Company sold to its Sponsor and Chardan Capital Markets LLC (“Chardan”) (and/or their designees) 281,250 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,812,500, which is described in Note 4. The Company granted the underwriters a 45-day option to purchase up to 750,000 Units to cover Over-allotment, if any. As of September 22, 2021, the underwriters had fully exercised the option and purchased 750,000 additional Units (the “Over-allotment Units”), generating gross proceeds of $7,500,000. Upon the closing of the Over-allotment on September 22, 2021, the Company consummated the Private Placement sale of an additional 26,250 Private Units to the Sponsor and Chardan at a price of $10.00 per Private Unit, generating gross proceeds of $262,500. Offering costs amounted to $4,759,144 consisting of $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees and $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter). The Company received net proceeds of $58,075,000 from the IPO (including the Over-allotment Units) and the sale of Private Units. Trust Account Upon the closing of the IPO and the private placement (including Over-allotment), a total of $58,075,000 was placed in a trust account (the “Trust Account”) with American Stock Transfer & Trust Company, LLC acting as trustee. The funds held in the Trust Account can be invested in United States government treasury bills, notes or bonds having a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, until the earlier of the consummation of its first business combination and the Company’s failure to consummate a business combination within applicable period of time. Placing funds in the Trust account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. In addition, interest income earned on the funds in the Trust account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account. Business Combination Pursuant to NASDAQ listing rules, the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any taxes payable on the income earned on the Trust account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on NASDAQ, it will not be required to satisfy the 80% test. The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. The Company will provide its holders of the outstanding Public Shares (the “Public 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. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Sponsor and any of the Company’s officers or directors that may hold Insider Shares (as defined in Note 5) (the “Initial Stockholders”) and Chardan have agreed (a) to vote their Insider Shares, Private Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Company will have until 12 months from the closing of the IPO to consummate a Business Combination. On March 1, 2022, Caravelle International Group issued a press release announcing it signed a letter of intent with the Company on December 31, 2021. In addition, if the Company anticipates that it may not be able to consummate initial business combination within 12 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 15 or 18 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), for each such extension on or prior to the date of the applicable deadline. Liquidation If the Company is unable to complete a Business Combination within the Combination 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 (which interest shall be net of taxes payable, and less certain amount of 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders and Chardan have agreed to waive their liquidation rights with respect to the Insider Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders or Chardan acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other 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 IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Going Concern As of December 31, 2021, the Company had $217,818 of cash held outside its Trust Account for use as working capital. If the estimated costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to our Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that if the Company is unable to complete a Business Combination within 12 months from the closing of the IPO, then the Company will cease all operations except for the purpose of liquidating. The date for liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all 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 December 31, 2021. Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of December 31, 2021, offering costs amounted to $4,759,144 consisting of $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees and $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter). The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares and public rights based on the estimated fair values of public shares and public rights at the date of issuance. Accordingly, $4,372,914 was allocated to public shares and was charged to temporary equity, and $386,230 was allocated to public rights and was charged to stockholders’ equity. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on such account as of December 31, 2021. Cash and Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The estimated fair value of investments held in the Trust Account are determined using available market information. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is 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 common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business Combination. At December 31, 2021, the common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 57,500,000 Less: Proceeds allocated to public rights (4,197,500 ) Allocation of offering costs related to redeemable shares (4,372,914 ) Plus: Accretion of carrying value to redemption value 2,397,239 Common stock subject to possible redemption $ 51,326,825 Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the condensed statement of operations is based on the following: For the period from 2021 December 31, Net Loss $ (221,447 ) Accretion of temporary equity to redemption value (2,397,239 ) Net loss including accretion of temporary equity to redemption value $ (2,618,686 ) For the period from March 2, 2021 Redeemable shares Non-redeemable shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (1,528,975 ) $ (1,089,711 ) Accretion of temporary equity to redemption value 2,397,239 — Allocation of net income (loss) $ 868,264 $ (1,089,711 ) Denominators: Weighted-average shares outstanding 1,990,132 1,418,380 Basic and diluted net income/(loss) per share $ 0.44 $ (0.77 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. 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 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 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 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 is subject to income tax examinations by major taxing authorities since inception. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instrument,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 10 Months Ended |
Dec. 31, 2021 | |
Regulated Operations [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On September 16, 2021, the Company sold 5,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $50,000,000 related to its IPO. Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right will convert into one-tenth (1/10) of one share of common stock upon the consummation of a Business Combination (see Note 7). The Company granted the underwriters a 45-day option to purchase up to 750,000 Units to cover Over-allotment, if any. On September 22, 2021, the underwriters fully exercised the option and purchased 750,000 additional Units (the “Over-allotment Units”), generating gross proceeds of $7,500,000. As of December 31, 2021, the Company incurred $4,759,144 consisting of $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees (payable only upon completion of a Business Combination) and $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter). |
Private Placement
Private Placement | 10 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Concurrently with the closing of the IPO, the Company’s Sponsor and Chardan (and/or their designees) purchased an aggregate of 281,250 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,812,500 in a private placement. Upon the closing of the Over-allotment on September 22, 2021, the Company consummated the Private Placement sale of an additional 26,250 Private Units to the Sponsor and Chardan at a price of $10.00 per Private Unit, generating gross proceeds of $262,500. The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. |
Related Party Transactions
Related Party Transactions | 10 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Promissory Note - Related Party On March 15, 2021, the Sponsor loaned the Company an aggregate of up to $200,000 to cover expenses related to the IPO pursuant to a promissory note (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the closing of the IPO. As of December 31, 2021, the Company fully repaid the Promissory Note and no amount is owed under the note. Insider Shares On April 13, 2021, the Company issued 1,437,500 shares of common stock to the Initial Stockholders (the “Insider Shares”) for an aggregate of $25,000. The Insider Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment is not exercised in full, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the IPO (assuming the Initial Stockholders do not purchase any Public Shares in the IPO and excluding the Private Units). As the over-allotment option was fully exercised on September 22, 2021, no portion of the Insider Shares are subject to forfeiture. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
Commitments and contingency
Commitments and contingency | 10 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingency | Note 6 — Commitments and contingency Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company, there has been no significant impact as of the date of these financial statements. The financial statements do not include any adjustments that might result from the future outcome of this uncertainty. Registration Rights The holders of the Insider Shares, Private Units (and all underlying securities), and any shares that may be issued upon conversion of working capital loans (may be provided by the Company’s insiders, officers, directors, or their affiliates to finance transaction costs in connection with searching for a target business or consummating a Business Combination) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of IPO. The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Insider Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Insider Shares are to be released from escrow. The holders of a majority of the Private Units and units issued in payment of working capital loans made to the Company can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of 2.5% of the gross proceeds of the IPO, or $1,437,500 including Over-allotment. In addition, the underwriters will be entitled to a deferred fee of 3.75% of the gross proceeds of the IPO, or $2,156,250, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The underwriters will also be entitled to 43,125 common shares, to be issued if the Company closes a Business Combination. Unit Purchase Option The Company sold to Chardan (and/or its designees), for $100, an option (“UPO”) to purchase 158,125 units as the over-allotment option was fully exercised on September 22, 2021. The UPO will be exercisable at any time, in whole or in part, between the close of the IPO and fifth anniversary of the effective date of the registration at a price per Unit equal to $11.50 (or 115% of the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day immediately prior to consummation of an initial Business Combination). The option and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. Right of First Refusal The Company has granted Chardan a right of first refusal, for a period of 15 months after the date of the consummation of a Business Combination, to act as lead underwriters or minimally as a co-manager, with at least 30% of the economics; or, in the case of a three-handed deal 20% of the economics, for any and all future public or private equity and debt offerings. Professional Fees The Company has engaged a merger and acquisition advisor and capital market advisor in connection with business combination to provide services such as introducing the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial business combination, assisting the Company in negotiating the terms and conditions with the target company, etc. The Company will pay the advisor a cash fee or in shares. In addition, the Company has committed to pay additional $150,000 professional fees upon the closing of a business combination. Leases The Company entered into a short-term agreement for temporary office space through its Sponsor expiring on March 31, 2022. The rent of $1,762 was prepaid. |
Stockholders' Equity
Stockholders' Equity | 10 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Common Stock Rights The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. 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 Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements 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: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets Marketable securities held in trust account 58,076,305 58,076,305 — — |
Income Taxes
Income Taxes | 10 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 — Income Taxes The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax asset Net operating loss carryforward $ 6,085 Startup/Organization Expenses 18,229 Total deferred tax asset 24,314 Valuation allowance (24,314 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: For the period from March 2, 2021 (inception) through December 31, 2021 Federal Current $ — Deferred (24,314 ) State Current $ — Deferred — Change in valuation allowance 24,314 Income tax provision $ — As of December 31, 2021, the Company have $28,975 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from March 2, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $46,504. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: For the period from March 2, 2021 (inception) through December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Facilities acquisition costs (10 )% Change in valuation allowance (11 )% Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Subsequent Events
Subsequent Events | 10 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 31, 2022, the date that the financial statements were issued. Based on the review, the Company did not identify any material subsequent event that is required disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all 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 December 31, 2021. |
Offering Costs Associated with the IPO | Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. As of December 31, 2021, offering costs amounted to $4,759,144 consisting of $1,437,500 of underwriting fees, $2,469,769 of deferred underwriting fees and $851,875 of other offering costs (including $320,994 of the estimated cost of Unit Purchase Option issued to the underwriter). The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares and public rights based on the estimated fair values of public shares and public rights at the date of issuance. Accordingly, $4,372,914 was allocated to public shares and was charged to temporary equity, and $386,230 was allocated to public rights and was charged to stockholders’ equity. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on such account as of December 31, 2021. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The estimated fair value of investments held in the Trust Account are determined using available market information. |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is 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 common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business Combination. At December 31, 2021, the common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 57,500,000 Less: Proceeds allocated to public rights (4,197,500 ) Allocation of offering costs related to redeemable shares (4,372,914 ) Plus: Accretion of carrying value to redemption value 2,397,239 Common stock subject to possible redemption $ 51,326,825 |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the condensed statement of operations is based on the following: For the period from 2021 December 31, Net Loss $ (221,447 ) Accretion of temporary equity to redemption value (2,397,239 ) Net loss including accretion of temporary equity to redemption value $ (2,618,686 ) For the period from March 2, 2021 Redeemable shares Non-redeemable shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (1,528,975 ) $ (1,089,711 ) Accretion of temporary equity to redemption value 2,397,239 — Allocation of net income (loss) $ 868,264 $ (1,089,711 ) Denominators: Weighted-average shares outstanding 1,990,132 1,418,380 Basic and diluted net income/(loss) per share $ 0.44 $ (0.77 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. 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 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 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 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 is subject to income tax examinations by major taxing authorities since inception. |
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 825, “Financial Instrument,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of net income (loss) per share presented in the condensed statement of operations | Gross proceeds $ 57,500,000 Less: Proceeds allocated to public rights (4,197,500 ) Allocation of offering costs related to redeemable shares (4,372,914 ) Plus: Accretion of carrying value to redemption value 2,397,239 Common stock subject to possible redemption $ 51,326,825 |
Schedule of net income (loss) per share presented in the condensed statement of operations | For the period from 2021 December 31, Net Loss $ (221,447 ) Accretion of temporary equity to redemption value (2,397,239 ) Net loss including accretion of temporary equity to redemption value $ (2,618,686 ) |
Schedule of basic and diluted net income/(loss) per share | For the period from March 2, 2021 Redeemable shares Non-redeemable shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (1,528,975 ) $ (1,089,711 ) Accretion of temporary equity to redemption value 2,397,239 — Allocation of net income (loss) $ 868,264 $ (1,089,711 ) Denominators: Weighted-average shares outstanding 1,990,132 1,418,380 Basic and diluted net income/(loss) per share $ 0.44 $ (0.77 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets Marketable securities held in trust account 58,076,305 58,076,305 — — |
Income Taxes (Tables)
Income Taxes (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, 2021 Deferred tax asset Net operating loss carryforward $ 6,085 Startup/Organization Expenses 18,229 Total deferred tax asset 24,314 Valuation allowance (24,314 ) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | For the period from March 2, 2021 (inception) through December 31, 2021 Federal Current $ — Deferred (24,314 ) State Current $ — Deferred — Change in valuation allowance 24,314 Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate | For the period from March 2, 2021 (inception) through December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Facilities acquisition costs (10 )% Change in valuation allowance (11 )% Income tax provision 0.0 % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 10 Months Ended | |
Sep. 22, 2021 | Sep. 16, 2021 | Dec. 31, 2021 | |
Organization and Business Operations (Details) [Line Items] | |||
Offering costs | $ 4,759,144 | ||
Underwriting fees | 1,437,500 | ||
Deferred underwriting fees | 2,469,769 | ||
Other offering costs | 851,875 | ||
Estimated cost | 320,994 | ||
Net proceeds | 58,075,000 | ||
Trust account | $ 58,075,000 | ||
Maturity term | 185 days | ||
Public per share (in Dollars per share) | $ 10.1 | ||
Net tangible assets | $ 5,000,001 | ||
Aggregate shares percentage | 20.00% | ||
Cash | $ 217,818 | ||
Public Units [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Units of initial public offering (in Shares) | 5,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 50,000,000 | ||
Private Units [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Units of initial public offering (in Shares) | 281,250 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 2,812,500 | ||
Over-Allotment Option [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Gross proceeds | $ 7,500,000 | ||
Purchase units (in Shares) | 750,000 | ||
Additional units of shares (in Shares) | 750,000 | ||
Private Placement [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 262,500 | ||
Additional units of shares (in Shares) | 26,250 | ||
IPO [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Initial public offering price per unit (in Dollars per share) | $ (10) | ||
Per public share (in Dollars per share) | $ 10.1 | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Business combination, description | the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any taxes payable on the income earned on the Trust account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on NASDAQ, it will not be required to satisfy the 80% test.The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure a business combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. | ||
Series of Individually Immaterial Business Acquisitions [Member] | IPO [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Business combination, description | The Company will have until 12 months from the closing of the IPO to consummate a Business Combination. On March 1, 2022, Caravelle International Group issued a press release announcing it signed a letter of intent with the Company on December 31, 2021. In addition, if the Company anticipates that it may not be able to consummate initial business combination within 12 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 15 or 18 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $500,000, or $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Public Share in either case), for each such extension on or prior to the date of the applicable deadline. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 10 Months Ended |
Dec. 31, 2021USD ($)shares | |
Accounting Policies [Abstract] | |
Offering costs | $ 4,759,144 |
Underwriting fees | 1,437,500 |
Deferred underwriting fees | 2,469,769 |
Other offering costs | 851,875 |
Underwriter estimated cost | $ 320,994 |
Weighted average shares of common stock (in Shares) | shares | 4,372,914 |
Value of public rights | $ 386,230 |
Federal depository insurance coverage | $ 250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of common stock reflected in the balance sheet | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of common stock reflected in the balance sheet [Abstract] | |
Gross proceeds | $ 57,500,000 |
Less: | |
Proceeds allocated to public rights | (4,197,500) |
Allocation of offering costs related to redeemable shares | (4,372,914) |
Plus: | |
Accretion of carrying value to redemption value | 2,397,239 |
Common stock subject to possible redemption | $ 51,326,825 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of net income (loss) per share presented in the condensed statement of operations | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of net income (loss) per share presented in the condensed statement of operations [Abstract] | |
Net Loss | $ (221,447) |
Accretion of temporary equity to redemption value | (2,397,239) |
Net loss including accretion of temporary equity to redemption value | $ (2,618,686) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income/(loss) per share | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Redeemable shares [Member] | |
Numerators: | |
Allocation of net loss including accretion of temporary equity | $ (1,528,975) |
Accretion of temporary equity to redemption value | 2,397,239 |
Allocation of net income (loss) | 868,264 |
Denominators: | |
Weighted-average shares outstanding | 1,990,132 |
Basic and diluted net income/(loss) per share | 0.44 |
Non-redeemable shares [Member] | |
Numerators: | |
Allocation of net loss including accretion of temporary equity | (1,089,711) |
Accretion of temporary equity to redemption value | |
Allocation of net income (loss) | (1,089,711) |
Denominators: | |
Weighted-average shares outstanding | 1,418,380 |
Basic and diluted net income/(loss) per share | $ (0.77) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 10 Months Ended | |
Sep. 22, 2021 | Sep. 16, 2021 | Dec. 31, 2021 | |
Initial Public Offering (Details) [Line Items] | |||
Unit and public right, description | Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right will convert into one-tenth (1/10) of one share of common stock upon the consummation of a Business Combination | ||
Granted underwriters option shares (in Shares) | 750,000 | ||
Underwriters exercised option purchased additional units (in Shares) | 750,000 | ||
Generating gross proceeds | $ 7,500,000 | ||
Incurred consisting | $ 4,759,144 | ||
Underwriting fees | 1,437,500 | ||
Deferred underwriting fees | 2,469,769 | ||
Offering costs | 851,875 | ||
Option issued underwriter | $ 320,994 | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Units offer for sale (in Shares) | 5,000,000 | ||
Price per unit (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 50,000,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 10 Months Ended |
Sep. 22, 2021 | Dec. 31, 2021 | |
Private Placement (Details) [Line Items] | ||
Gross proceeds | $ 262,500 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Price per unit | $ 10 | |
Aggregate purchase price | $ 2,812,500 | |
Sponsor and Chardan [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchased an aggregate private units | 281,250 | |
Price per unit | $ 10 | |
Additional private units | 26,250 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 10 Months Ended | ||
Dec. 31, 2021 | Apr. 13, 2021 | Mar. 15, 2021 | |
Related Party Transactions (Details) [Line Items] | |||
Issued shares of common stock | 1,437,500 | ||
Aggregate amount of shares | $ 25,000 | ||
Business combination description | The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||
IPO [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Aggregate shares subject to forfeiture | 187,500 | ||
Issued and outstanding shares percentage | 20.00% | ||
Sponsor [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Aggregate amount | $ 200,000 |
Commitments and contingency (De
Commitments and contingency (Details) | 10 Months Ended |
Dec. 31, 2021USD ($)shares | |
Commitments and contingency (Details) [Line Items] | |
Percentage of cash underwriting discount | 2.50% |
Percentage of deferred fee | 3.75% |
Gross proceeds from public offering | $ 2,156,250 |
Common stock share issued | shares | 43,125 |
Description of unit purchase option | The Company sold to Chardan (and/or its designees), for $100, an option (“UPO”) to purchase 158,125 units as the over-allotment option was fully exercised on September 22, 2021. The UPO will be exercisable at any time, in whole or in part, between the close of the IPO and fifth anniversary of the effective date of the registration at a price per Unit equal to $11.50 (or 115% of the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day immediately prior to consummation of an initial Business Combination). The option and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. |
Percentage of lead investment banker | 30.00% |
Percentage of economics investment banker | 20.00% |
Professional fees | $ 150,000 |
Leases description | The Company entered into a short-term agreement for temporary office space through its Sponsor expiring on March 31, 2022. |
Prepaid rent | $ 1,762 |
Over-allotment [Member] | |
Commitments and contingency (Details) [Line Items] | |
Gross proceeds | $ 1,437,500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Common Stock [Member] | 10 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Stockholders' Equity (Details) [Line Items] | |
Common shares authorized | 10,000,000 |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares issued | 1,745,000 |
Shares subject to possible redemption | 5,750,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis | Dec. 31, 2021USD ($) |
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items] | |
Marketable securities held in trust account | $ 58,076,305 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items] | |
Marketable securities held in trust account | 58,076,305 |
Significant Other Observable Inputs (Level 2) [Member] | |
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items] | |
Marketable securities held in trust account | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items] | |
Marketable securities held in trust account |
Income Taxes (Details)
Income Taxes (Details) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Federal net operating loss carryovers | $ 28,975 |
Change in valuation allowance | $ 46,504 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of net deferred tax assets | Dec. 31, 2021USD ($) |
Deferred tax asset | |
Net operating loss carryforward | $ 6,085 |
Startup/Organization Expenses | 18,229 |
Total deferred tax asset | 24,314 |
Valuation allowance | (24,314) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax provision | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Federal | |
Current | |
Deferred | (24,314) |
State | |
Current | |
Deferred | |
Change in valuation allowance | 24,314 |
Income tax provision |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of the federal income tax rate | 10 Months Ended |
Dec. 31, 2021 | |
Schedule of reconciliation of the federal income tax rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Facilities acquisition costs | (10.00%) |
Change in valuation allowance | (11.00%) |
Income tax provision | 0.00% |