Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Larkspur Health Acquisition Corp. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001859007 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Current Assets: | |||
Cash | $ 340,039 | $ 928,389 | |
Prepaid expenses | 226,526 | 251,800 | |
Total Current Assets | 566,565 | 1,180,189 | |
Prepaid expenses | 102,209 | 213,168 | |
Investments held in Trust Account | 78,557,873 | 75,750,000 | |
Total Assets | 79,226,647 | 77,143,357 | |
Current Liabilities: | |||
Accrued expenses | 775,464 | 200,247 | |
Derivative liability | 76,588 | ||
Total Current Liabilities | 775,464 | 276,835 | |
Business combination fee payable | 3,375,000 | 3,375,000 | |
Total Liabilities | 4,150,464 | 3,651,835 | |
Commitments and contingencies | |||
Class A common stock subject to possible redemption | 78,448,306 | 75,750,000 | |
Stockholders’ Deficit: | |||
Preferred stock value | |||
Common stock value | 32 | 32 | |
Common stock value | 194 | 216 | [1] |
Additional paid-in capital | 22 | ||
Accumulated deficit | (3,372,371) | (2,258,726) | |
Total Stockholders’ Deficit | (3,372,123) | (2,258,478) | |
Total Liabilities and Stockholders’ Deficit | $ 79,226,647 | $ 77,143,357 | |
[1]Includes an aggregate of up to 281,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 7). |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 7,767,159 | 7,500,000 |
Common stock subject to possible redemption per share (in Dollars per share) | $ 10.1 | $ 10.1 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 320,272 | 320,272 |
Common stock, shares outstanding | 320,272 | 320,272 |
Class A Common Stock | Previously Reported | ||
Common stock par value (in Dollars per share) | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | |
Common stock, shares issued | 317,600 | |
Common stock, shares outstanding | 317,600 | |
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 1,941,790 | 2,156,250 |
Common stock, shares outstanding | 1,941,790 | 2,156,250 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | ||
Formation and operating costs | $ 498,752 | $ 789 | $ 1,895 | $ 1,299,800 | $ 235,267 | |
Operating loss | (498,752) | (789) | (1,895) | (1,299,800) | (235,267) | |
Interest income on assets held in Trust | 105,113 | 109,567 | ||||
Change in fair value of derivative liability | 76,588 | 5,433 | ||||
Total other income | 105,113 | 186,155 | ||||
Total other expense | 5,433 | |||||
Net loss | $ (393,639) | $ (789) | $ (1,895) | $ (1,113,645) | $ (240,700) | |
Class A Common Stock | ||||||
Common Stock – Weighted average shares outstanding, basic and diluted (in Shares) | 8,087,431 | 8,079,936 | 216,404 | |||
Common Stock – Basic and diluted net loss per common share (in Dollars per share) | $ (0.04) | $ (0.11) | $ (0.12) | |||
Class B Common Stock | ||||||
Common Stock – Weighted average shares outstanding, basic and diluted (in Shares) | 1,941,790 | 1,875,000 | 1,875,000 | 1,939,935 | 1,875,000 | [1] |
Common Stock – Basic and diluted net loss per common share (in Dollars per share) | $ (0.04) | $ 0 | $ 0 | $ (0.11) | $ (0.12) | |
[1]Excludes an aggregate of up to 281,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 7). |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Class A Common Stock | |||||
Common Stock – Weighted average shares outstanding, basic and diluted | 8,087,431 | 8,079,936 | 216,404 | ||
Common Stock – Basic and diluted net loss per common share | $ (0.04) | $ (0.11) | $ (0.12) | ||
Class B Common Stock | |||||
Common Stock – Weighted average shares outstanding, basic and diluted | 1,941,790 | 1,875,000 | 1,875,000 | 1,939,935 | 1,875,000 |
Common Stock – Basic and diluted net loss per common share | $ (0.04) | $ 0 | $ 0 | $ (0.11) | $ (0.12) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Subscription Receivables | Accumulated Deficit | Total | |
Balance at Mar. 16, 2021 | |||||||
Balance (in Shares) at Mar. 16, 2021 | |||||||
Issuance of Class B common stock to Sponsor | [1] | $ 216 | 24,784 | (24,333) | 667 | ||
Issuance of Class B common stock to Sponsor (in Shares) | [1] | 2,156,250 | |||||
Net loss | (1,106) | (1,106) | |||||
Balance at Mar. 31, 2021 | $ 216 | 24,784 | (24,333) | (1,106) | (439) | ||
Balance (in Shares) at Mar. 31, 2021 | 2,156,250 | ||||||
Balance at Mar. 16, 2021 | |||||||
Balance (in Shares) at Mar. 16, 2021 | |||||||
Net loss | (1,895) | ||||||
Balance at Jun. 30, 2021 | $ 216 | 24,784 | (24,333) | (1,895) | (1,228) | ||
Balance (in Shares) at Jun. 30, 2021 | 2,156,250 | ||||||
Balance at Mar. 16, 2021 | |||||||
Balance (in Shares) at Mar. 16, 2021 | |||||||
Issuance of Class B common stock to Sponsor | [1] | $ 216 | 24,784 | (24,333) | 667 | ||
Issuance of Class B common stock to Sponsor (in Shares) | [1] | 2,156,250 | |||||
Private placement Class A shares | $ 25 | 3,219,027 | 3,219,052 | ||||
Private placement Class A shares (in Shares) | 248,150 | ||||||
Conversion of Note payable to Class A common stock | $ 7 | 719,077 | 719,084 | ||||
Conversion of Note payable to Class A common stock (in Shares) | 69,450 | ||||||
Payment for Class B common stock | 24,333 | 24,333 | |||||
Private placement units proceeds in excess of fair value | 746,360 | 746,360 | |||||
Public warrants proceeds | 19,623,313 | 19,623,313 | |||||
Class A common stock accretion to redemption value | (24,332,561) | (2,018,026) | (26,350,587) | ||||
Net loss | (240,700) | (240,700) | |||||
Balance at Dec. 31, 2021 | $ 32 | $ 216 | (2,258,726) | (2,258,478) | |||
Balance (in Shares) at Dec. 31, 2021 | 317,600 | 2,156,250 | |||||
Balance at Mar. 31, 2021 | $ 216 | 24,784 | (24,333) | (1,106) | (439) | ||
Balance (in Shares) at Mar. 31, 2021 | 2,156,250 | ||||||
Net loss | (789) | (789) | |||||
Balance at Jun. 30, 2021 | $ 216 | 24,784 | (24,333) | (1,895) | (1,228) | ||
Balance (in Shares) at Jun. 30, 2021 | 2,156,250 | ||||||
Balance at Dec. 31, 2021 | $ 32 | $ 216 | (2,258,726) | (2,258,478) | |||
Balance (in Shares) at Dec. 31, 2021 | 317,600 | 2,156,250 | |||||
Forfeit of shares upon partial exercise of over allotment option | $ (22) | 22 | |||||
Forfeit of shares upon partial exercise of over allotment option (in Shares) | (214,460) | ||||||
Issuance of shares upon partial exercise of over allotment option (in Shares) | 2,672 | ||||||
Net loss | (720,006) | (720,006) | |||||
Balance at Mar. 31, 2022 | $ 32 | $ 194 | 22 | (2,978,732) | (2,978,484) | ||
Balance (in Shares) at Mar. 31, 2022 | 320,272 | 1,941,790 | |||||
Balance at Dec. 31, 2021 | $ 32 | $ 216 | (2,258,726) | (2,258,478) | |||
Balance (in Shares) at Dec. 31, 2021 | 317,600 | 2,156,250 | |||||
Net loss | (1,113,645) | ||||||
Balance at Jun. 30, 2022 | $ 32 | $ 194 | 22 | (3,372,371) | (3,372,123) | ||
Balance (in Shares) at Jun. 30, 2022 | 320,272 | 1,941,790 | |||||
Balance at Mar. 31, 2022 | $ 32 | $ 194 | 22 | (2,978,732) | (2,978,484) | ||
Balance (in Shares) at Mar. 31, 2022 | 320,272 | 1,941,790 | |||||
Net loss | (393,639) | (393,639) | |||||
Balance at Jun. 30, 2022 | $ 32 | $ 194 | $ 22 | $ (3,372,371) | $ (3,372,123) | ||
Balance (in Shares) at Jun. 30, 2022 | 320,272 | 1,941,790 | |||||
[1]Includes an aggregate of up to 281,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 7). |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||||
Net loss | $ (393,639) | $ (789) | $ (1,895) | $ (1,113,645) | $ (240,700) |
Changes in operating assets and liabilities: | |||||
Prepaid expenses | 136,233 | (464,968) | |||
Derivative liability | (76,588) | 76,588 | |||
Accrued expenses | 575,217 | 200,247 | |||
Net cash used in operating activities | (48,075) | (588,350) | (428,833) | ||
Cash flows from investing activities: | |||||
Cash deposited into Trust Account | (2,698,306) | (75,750,000) | |||
Net cash used in investing activities | (2,698,306) | (75,750,000) | |||
Cash flows from financing activities: | |||||
Sales of units in public offering | 2,698,306 | 75,000,000 | |||
Advance from related party | 9,410 | ||||
Proceeds from issuance of note payable – related party | 719,084 | ||||
Sales of units in private offering | 3,176,000 | ||||
Payment of offering costs | (1,093,778) | ||||
Proceeds from issuance of Class B common stock | 22,063 | 25,000 | |||
Net cash provided by financing activities | 750,557 | 2,698,306 | 77,107,222 | ||
Net change in cash | 702,482 | (588,350) | 928,389 | ||
Cash at beginning of period | 928,389 | ||||
Cash at end of period | 340,039 | 702,482 | 702,482 | 340,039 | 928,389 |
Non-cash financing activities: | |||||
Private placement units proceeds in excess of fair value | 746,360 | ||||
Deferred offering costs included in accrued offering costs | 272,759 | 272,759 | |||
Initial classification of potentially redeemable Class A common stock | 2,698,306 | 75,750,000 | |||
Class B common stock issued for subscription receivables | $ 2,937 | 2,937 | |||
Business combination fee payable | $ 3,375,000 | ||||
Cash flows from operating activities: | |||||
Interest income earned on Trust assets | (109,567) | ||||
Deferred offering costs paid | (47,848) | ||||
Accrued formation costs | $ 1,668 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Larkspur Health Acquisition Corp. (the “Company”) was incorporated in Delaware on March 17, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a 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 June 30, 2022, the Company had not commenced any operations. All activity for the period from March 17, 2021, and consummation of its initial Business Combination (inception) through June 30, 2022 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below. 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 The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on December 20, 2021. On December 23, 2021, the Company consummated the Initial Public Offering of 7,500,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $75,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 317,600 units (the “Private Placement Units”) at a price of $10.00 per Private Unit in private placements to Larkspur Health LLC (the “Sponsor”). As of December 23, 2021, transaction costs amounted to $6,639,594 consisting of $500,000 of underwriting fees, $3,375,000 of business combination fee payable (which are held in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”)), $2,179,470 of the excess of fair value over the purchase price of certain founder shares transferred to additional sponsor investors and $593,778 of Initial Public Offering costs. These costs were charged to additional paid -in -in Following the closing of the Initial Public Offering on December 23, 2021, an amount of $75,750,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement (as defined in Note 4) was placed in the Trust Account. The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -7 On January 6, 2022 the underwriters partially exercised the over -allotment The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post -transaction -ended -7 The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. 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 then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -20 -10-S99 -in The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its certificate of incorporation (the “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 applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre -business If the Company has not completed a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions) (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 The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, 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 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 Initial Public Offering 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 third party 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 (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with Account Standards Update (“ASU”) 2014- Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Larkspur Health Acquisition Corp. (the “Company”) was incorporated in Delaware on March 17, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a 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 commenced any operations. All activity for the period from March 17, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. 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 The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on December 20, 2021. On December 23, 2021, the Company consummated the Initial Public Offering of 7,500,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $75,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 317,600 units (the “Private Placement Units”) at a price of $10.00 per Private Unit in private placements to Larkspur Health LLC (the “Sponsor”). As of December 23, 2021, transaction costs amounted to $6,639,594 consisting of $500,000 of underwriting fees, $3,375,000 of business combination fee payable (which are held in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”)), $2,179,470 of the excess of fair value over the purchase price of certain founder shares transferred to additional sponsor investors and $593,778 of Initial Public Offering costs. These costs were charged to additional paid -in -in Following the closing of the Initial Public Offering on December 23, 2021, an amount of $75,750,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement (as defined in Note 4) was placed in the Trust Account. The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post -transaction “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Units, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open -ended -7 The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. 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 then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -20 -10-S99 -in The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its certificate of incorporation (the “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 applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the 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 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre -business If the Company has not completed a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions) (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 The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, 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 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 Initial Public Offering 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 third party 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 (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with Account Standards Update (“ASU”) 2014- Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited 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 -X The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10 -K In the opinion of the Company’s management, the unaudited financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022 and its results of operations and cash flows for the three and six months ended June 30, 2022. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period. Emerging Growth Company 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, as amended (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 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 Use of Estimates The preparation of financial statements in conformity with US 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 held in Trust Account At June 30, 2022, the Company had $78,557,873 in Investments held in the Trust Account. The Company classifies these investments as trading securities which are recorded at fair value with realized and unrealized gains and losses recorded in the statement of operations. Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340 -10-S99-1 Expenses of Offering -in Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes 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 June 30, 2022 or 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. Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of stock. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2022 and June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Three Months For the Six Months Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss (317,424 ) (76,214 ) (898,034 ) (215,611 ) Denominator: Basic and diluted weighted average common shares outstanding 8,087,431 1,941,790 8,079,936 1,939,935 Basic and diluted net loss per common share $ (0.04 ) $ (0.04 ) $ (0.11 ) $ (0.11 ) 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 this account. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three -tier Level Level Level The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Investments held in Trust Account 1 $ 78,557,873 $ 75,750,000 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash -allotment -40 Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, the shares of Class A common stock subject to possible redemption in the amount of $78,448,306 and $75,750,000, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“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 ”) -linked -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US 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 of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 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 Use of Estimates The preparation of financial statements in conformity with US 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 held in Trust Account At December 31, 2021, the Company had $75,750,000 in Investments held in the Trust Account. Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340 -10-S99-1 Expenses of Offering.” -in Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes 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. Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of stock. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (24,906 ) $ (215,794 ) Denominator: Basic and diluted weighted average shares outstanding 216,404 1,875,000 Basic and diluted net loss per common share $ (0.12 ) $ (0.12 ) 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 this account. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three -tier Level Level Level The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Investments held in Trust Account 1 $ 75,750,000 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash -allotment -40 Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, the shares of Class A common stock subject to possible redemption in the amount of $75,750,000 are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“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 ”) -linked -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Inital Public Offering
Inital Public Offering | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Inital Public Offering [Abstract] | ||
INITAL PUBLIC OFFERING | NOTE 3 — INITAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 7,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and three -fourths On January 6, 2022 the underwriters partially exercised the over -allotment | NOTE 3 — INITAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 7,500,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and three -fourths |
Private Placements
Private Placements | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Private Placement Abstract | ||
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 317,600 Private Placement Units at a price of $10.00 per Private Placement Unit ($3,176,000) to the Sponsor. Each Private Placement Unit consists of one share of Class A common stock and three -fourths | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 317,600 Private Placement Units at a price of $10.00 per Private Placement Unit ($3,176,000) to the Sponsor. Each Private Placement Unit consists of one share of Class A common stock and three -fourths |
Related Parties
Related Parties | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares During the period ended December 31, 2021, the Sponsor’s investors received a total of 2,156,250 of the Company’s Class B common stock (as adjusted, the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 281,250 -allotment -converted -allotment The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading On November 18, 2021, Larkspur Health LLC transferred 231,423 founder shares to certain additional sponsor investors and the representative transferred 110,723 founder shares to certain additional sponsor investors. The Company accounted for the excess of fair value over the purchase price, which totaled $2,179,470, as an offering cost with an offset to additional paid -in -in Promissory Note On May 7, 2021, the Company issued unsecured promissory notes to the Sponsor’s investors, which were amended and restated on October 7, 2021 (the “Promissory Notes”), pursuant to which the Company may borrow up to an aggregate principal amount of $750,000. The Promissory Notes are non -interest Related Party Loans In order to finance transaction costs in connection with a 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 (“Working Capital Loans”). Such Working Capital Loans would be evidenced by the Promissory Notes. The notes may be repaid upon completion of a Business Combination, without interest. Such Units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2022 and December 31, 2021, there was no amount outstanding under the Working Capital Loans. Accounting Services A firm owned by the Company’s Chief Financial Officer has an agreement to provide accounting and financial consulting services $0 and to the Company. The Company did not incur any costs for the period from March 17, 2021 (Inception) through March 31, 2021. The Company incurred $5,250 of costs during the three and six months ended June 30, 2022. There is no amount outstanding as of June 30, 2022 or December 31, 2021. | NOTE 5 — RELATED PARTIES Founder Shares During the period ended December 31, 2021, the Sponsor’s investors received a total of 2,156,250 of the Company’s Class B common stock (as adjusted, the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 281,250 -allotment -converted The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading On November 18, 2021, Larkspur Health LLC transferred 231,423 founder shares to certain additional sponsor investors and the representative transferred 110,723 founder shares to certain additional sponsor investors. The Company accounted for the excess of fair value over the purchase price, which totaled $2,179,470, as an offering cost with an offset to additional paid -in -in Promissory Note On May 7, 2021, the Company issued unsecured promissory notes to the Sponsor’s investors, which were amended and restated on October 7, 2021 (see Note 8) (the “Promissory Notes”), pursuant to which the Company may borrow up to an aggregate principal amount of $750,000. The Promissory Notes are non -interest Related Party Loans In order to finance transaction costs in connection with a 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 (“Working Capital Loans”). Such Working Capital Loans would be evidenced by the Promissory Notes. The notes may be repaid upon completion of a Business Combination, without interest. Such Units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, there was no amount outstanding under the Working Capital Loans. Accounting Services A firm owned by the Company’s Chief Financial Officer has an agreement to provide accounting and financial consulting services to the Company. The total cost incurred through December 31, 2021 was $15,000. There is no amount outstanding as of December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy -back -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment -allotment The underwriters are entitled to a cash underwriting discount of $500,000 in the aggregate payable upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a business combination fee of $3,375,000 in the aggregate. The business combination fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy -back subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters are entitled to a cash underwriting discount of $500,000 in the aggregate payable upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a business combination fee of $3,375,000 in the aggregate. The business combination fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS’ DEFICIT | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholder agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one -for-one -linked -outstanding -converted -linked -linked Warrants five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 • • • -day • -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Warrants, which are classified as equity, are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Further, there is no redemption rights or liquidating distributions from the trust account with respect to the private shares or private warrants, which will expire worthless if we do not consummate a business combination within 24 months from the closing of this offering. | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one -for-one -linked -outstanding -converted -linked deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity -linked Warrants five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 • • • -day • -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Warrants, which are classified as equity, are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Further, there is no redemption rights or liquidating distributions from the trust account with respect to the private shares or private warrants, which will expire worthless if we do not consummate a business combination within 24 months from the closing of this offering. |
Taxes
Taxes | 9 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
TAXES | NOTE 8 — TAXES The Company’s net deferred tax assets is as follows: For the Deferred tax assets: Net operating losses $ 33,255 Start up costs 16,151 Total deferred tax assets 49,406 Valuation Allowance (49,406 ) Deferred tax asset, net of allowance $ — Below is breakdown of the income tax provision. For the Federal Current $ — Deferred (49,406 ) State and local Current — Deferred — Change in valuation allowance 49,406 Income tax provision $ — As of December 31, 2021, the Company had $158,358 of U.S. federal net operating loss carryovers that do not expire and are 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 year ended December 31, 2021, the change in the valuation allowance was $49,406. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: For the Period From U.S. federal statutory rate 21.0 % Other 0.5 % Valuation allowance (20.5 )% Income tax provision — The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. |
Subsequent Events
Subsequent Events | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Business Combination Agreement On July 20, 2022, the ZyVersa Therapeutics, Inc. (“ZyVersa”) entered into a Business Combination Agreement, (the “Business Combination Agreement”), with the Company, Larkspur Merger Sub Inc. (“Merger Sub”) and Stephen Glover. Upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Transactions”), Merger Sub will merge with and into the ZyVersa, with the ZyVersa surviving as a wholly owned subsidiary of the Company (the “Business Combination”). The combined company is expected to be named ZyVersa Therapeutics, Inc. The Business Combination Agreement provides that the following transactions will occur: • -effective At the Effective Time, (a) each share of the ZyVersa’s common stock issued and outstanding (including shares of the ZyVersa’s common stock resulting from the Conversion) will be canceled and converted into a number of shares of the Company’s common stock, as determined pursuant to the terms of the Business Combination Agreement; and (b) each share of Merger Sub common stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one share of common stock of ZyVersa. • • • The consummation of the Transactions is subject to the satisfaction or waiver of certain customary closing conditions contained in the Business Combination Agreement, including, among other things, the consummation of a private placement of at least $7.0 million of convertible preferred stock and warrants by the Company. In addition, a condition of the Company private placement agreement requires the ZyVersa to obtain at least $3.0 million of commitments to invest in the ZyVersa’s Series A Preferred Stock Financing or the Company’s private placement. The parties to the Business Combination Agreement have made customary representations and warranties, and have agreed to certain customary covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of the Company, ZyVersa and Merger Sub, and their subsidiaries, prior to the closing of the Transactions. The Business Combination Agreement may be terminated by the Company or ZyVersa, under certain circumstances, including, among others, (i) by mutual written consent of the Company and ZyVersa, (ii) by either the Company or the ZyVersa if the Effective Time shall not have occurred prior to December 15, 2022, (iii) by either the Company or ZyVersa if any Governmental Order has become final and non -appealable The Company expects to account for the Business Combination as a reverse recapitalization, whereby the ZyVersa is deemed to be the accounting acquirer. | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 6, 2022 the underwriters partially exercised the over -allotment |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited 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 -X The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10 -K In the opinion of the Company’s management, the unaudited financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2022 and its results of operations and cash flows for the three and six months ended June 30, 2022. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US 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 of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 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 | Emerging Growth Company 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, as amended (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 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 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US 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. | Use of Estimates The preparation of financial statements in conformity with US 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 | Cash and cash equivalents The Company considers all short -term |
Investments held in Trust Account | Investments held in Trust Account At June 30, 2022, the Company had $78,557,873 in Investments held in the Trust Account. The Company classifies these investments as trading securities which are recorded at fair value with realized and unrealized gains and losses recorded in the statement of operations. | Investments held in Trust Account At December 31, 2021, the Company had $75,750,000 in Investments held in the Trust Account. |
Offering Costs Associated with a Public Offering | Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340 -10-S99-1 Expenses of Offering -in | Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340 -10-S99-1 Expenses of Offering.” -in |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes 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 June 30, 2022 or 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. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes 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. |
Net Loss per Common Share | Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of stock. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2022 and June 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Three Months For the Six Months Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss (317,424 ) (76,214 ) (898,034 ) (215,611 ) Denominator: Basic and diluted weighted average common shares outstanding 8,087,431 1,941,790 8,079,936 1,939,935 Basic and diluted net loss per common share $ (0.04 ) $ (0.04 ) $ (0.11 ) $ (0.11 ) | Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of stock. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (24,906 ) $ (215,794 ) Denominator: Basic and diluted weighted average shares outstanding 216,404 1,875,000 Basic and diluted net loss per common share $ (0.12 ) $ (0.12 ) |
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 this account. | 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 this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three -tier Level Level Level The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Investments held in Trust Account 1 $ 78,557,873 $ 75,750,000 | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three -tier Level Level Level The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Investments held in Trust Account 1 $ 75,750,000 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash -allotment -40 | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash -allotment -40 |
Class A common stock subject to possible redemption | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, the shares of Class A common stock subject to possible redemption in the amount of $78,448,306 and $75,750,000, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, the shares of Class A common stock subject to possible redemption in the amount of $75,750,000 are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“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 ”) -linked -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“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 ”) -linked -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of basic and diluted net loss per common share | For the Three Months For the Six Months Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss (317,424 ) (76,214 ) (898,034 ) (215,611 ) Denominator: Basic and diluted weighted average common shares outstanding 8,087,431 1,941,790 8,079,936 1,939,935 Basic and diluted net loss per common share $ (0.04 ) $ (0.04 ) $ (0.11 ) $ (0.11 ) | For the Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (24,906 ) $ (215,794 ) Denominator: Basic and diluted weighted average shares outstanding 216,404 1,875,000 Basic and diluted net loss per common share $ (0.12 ) $ (0.12 ) |
Schedule of assets and liabilities that are measured at fair value | Description Level June 30, December 31, Assets: Investments held in Trust Account 1 $ 78,557,873 $ 75,750,000 | Description Level December 31, 2021 Assets: Investments held in Trust Account 1 $ 75,750,000 |
Taxes (Tables)
Taxes (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | For the Deferred tax assets: Net operating losses $ 33,255 Start up costs 16,151 Total deferred tax assets 49,406 Valuation Allowance (49,406 ) Deferred tax asset, net of allowance $ — |
Schedule of breakdown of the income tax provision | For the Federal Current $ — Deferred (49,406 ) State and local Current — Deferred — Change in valuation allowance 49,406 Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate | For the Period From U.S. federal statutory rate 21.0 % Other 0.5 % Valuation allowance (20.5 )% Income tax provision — |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jan. 06, 2022 | Jan. 06, 2022 | Dec. 23, 2021 | Dec. 23, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Gross proceeds | $ 2.7 | $ 2,700,000 | ||||
Transaction costs | $ 6,639,594 | $ 6,639,594 | ||||
Underwriting fees | 500,000 | 500,000 | ||||
Combination fee payable | 3,375,000 | 3,375,000 | ||||
Purchase price | 2,179,470 | 2,179,470 | ||||
Sponsor investors | 593,778 | 593,778 | ||||
Assets held-in-trust account in percentage | 80% | 80% | ||||
Outstanding vote percentage | 50% | 50% | ||||
Shares issue (in Dollars per share) | $ 10.1 | $ 10.1 | ||||
Tax payable in per share (in Dollars per share) | $ 10.1 | $ 10.1 | ||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||
Public shares amount | $ 5,000,001 | $ 5,000,001 | ||||
Aggregate shares in percentage | 15% | 15% | ||||
Interest expense | $ 100,000 | $ 100,000 | ||||
Price per unit (in Dollars per share) | $ (10) | $ (10) | ||||
Trust agreement, description | 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 third party 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 (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | 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 third party 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 (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | ||||
Underwriters partially exercised units (in Shares) | 267,159 | |||||
Forfeiture of founders shares (in Shares) | 214,460 | |||||
Going concern | 1 year | |||||
IPO [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Shares consummated | 7,500,000 | 7,500,000 | ||||
Gross proceeds | $ 75,000,000 | $ 75,000,000 | ||||
Share price per unit (in Dollars per share) | $ 10.1 | $ 10.1 | ||||
Net proceeds | $ 75,750,000 | $ 75,750,000 | ||||
Private Placement [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Shares of sale consummated | $ 317,600 | $ 317,600 | ||||
Share price per unit (in Dollars per share) | $ 10 | $ 10 | ||||
Business Combination [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Business combination fee | $3,375,000 | $3,375,000 | ||||
Public shares, percentage | 100% | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Deferred offering costs | $ 75,750,000 | |
Offering costs | $ 593,778 | 593,778 |
Underwriter discount | 500,000 | 500,000 |
Deferred fee payable | 3,375,000 | 3,375,000 |
Federal depository insurance coverage | 250,000 | 250,000 |
Liability | 76,588 | |
Common stock subject to possible redemption | 78,448,306 | $ 75,750,000 |
Investments held in trust account | $ 78,557,873 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | ||
Class A Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net loss, as adjusted | $ (317,424) | $ (898,034) | $ (24,906) | |||
Denominator: | ||||||
Basic weighted average shares outstanding | 8,087,431 | 8,079,936 | 216,404 | |||
Basic net loss per common share | $ (0.04) | $ (0.11) | $ (0.12) | |||
Class B Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net loss, as adjusted | $ (76,214) | $ (215,611) | $ (215,794) | |||
Denominator: | ||||||
Basic weighted average shares outstanding | 1,941,790 | 1,875,000 | 1,875,000 | 1,939,935 | 1,875,000 | [1] |
Basic net loss per common share | $ (0.04) | $ 0 | $ 0 | $ (0.11) | $ (0.12) | |
[1]Excludes an aggregate of up to 281,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5 and 7). |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | |||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) [Line Items] | |||||
Diluted weighted average shares outstanding | 216,404 | ||||
Diluted net loss per common share | $ (0.04) | $ (0.11) | $ (0.12) | ||
Class B Common Stock [Member] | |||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) [Line Items] | |||||
Diluted weighted average shares outstanding | 1,875,000 | ||||
Diluted net loss per common share | $ (0.04) | $ 0 | $ 0 | $ (0.11) | $ (0.12) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities that are measured at fair value - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 78,557,873 | $ 75,750,000 |
Inital Public Offering (Details
Inital Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 9 Months Ended | |
Jan. 06, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Inital Public Offering (Details) [Line Items] | |||
Initial public offering, description | Each Unit consists of one share of Class A common stock and three-fourths of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | Each Unit consists of one share of Class A common stock and three-fourths of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | |
Price per unit | $ 10 | $ 10 | |
Underwriters partially exercised units (in Shares) | 267,159 | ||
Gross proceeds (in Dollars) | $ 2.7 | ||
Forfeiture of founders shares (in Shares) | 214,460 | ||
Initial Public Offering [Member] | |||
Inital Public Offering (Details) [Line Items] | |||
Initial public offering, description | 7,500,000 | ||
Company sold units (in Shares) | 7,500,000 | ||
Class A Common Stock [Member] | |||
Inital Public Offering (Details) [Line Items] | |||
Price per unit | $ 11.5 | $ 11.5 |
Private Placements (Details)
Private Placements (Details) - USD ($) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Private Placements (Details) [Line Items] | ||
Sale of share per unit | $ 10 | $ 10 |
Underwriters Over-Allotment Option [Member] | ||
Private Placements (Details) [Line Items] | ||
Sale of units | 317,600 | 317,600 |
Sale of share per unit | $ 10 | $ 10 |
Private placement, description | Each Private Placement Unit consists of one share of Class A common stock and three-fourths of one redeemable warrant (“Private Warrant”). Each Private Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | Each Private Placement Unit consists of one share of Class A common stock and three-fourths of one redeemable warrant (“Private Warrant”). Each Private Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Class A Common Stock [Member] | ||
Private Placements (Details) [Line Items] | ||
Sale of share per unit | $ 11.5 | $ 11.5 |
Sponsor [Member] | Underwriters Over-Allotment Option [Member] | ||
Private Placements (Details) [Line Items] | ||
Sale of units | 3,176,000 | |
Amount of private placement | $ 3,176,000 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jan. 06, 2022 | Jan. 06, 2022 | Nov. 18, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | May 07, 2021 | |
Related Parties (Details) [Line Items] | |||||||
Number of shares received by sponsor's investors (in Shares) | 2,156,250 | ||||||
Aggregate purchase price | $ 2,179,470 | ||||||
Shares subject to forfeiture (in Shares) | 281,250 | ||||||
Issued and outstanding percentage of common stock | 20% | ||||||
Founder shares stock split, description | The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. | The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||
Aggregate principal amount of promissory note | $ 750,000 | ||||||
Total cost incurred | $ 5,250 | $ 5,250 | $ 15,000 | ||||
Underwriters partially exercised units (in Shares) | 267,159 | ||||||
Gross proceeds | $ 2.7 | $ 2,700,000 | |||||
Forfeiture of founders shares (in Shares) | 214,460 | ||||||
Financial consulting services | $ 0 | ||||||
Larkspur Health LLC [Member] | |||||||
Related Parties (Details) [Line Items] | |||||||
Number of shares received by sponsor's investors (in Shares) | 231,423 | ||||||
Representative [Member] | |||||||
Related Parties (Details) [Line Items] | |||||||
Number of shares received by sponsor's investors (in Shares) | 110,723 | ||||||
Class B Common Stock [Member] | |||||||
Related Parties (Details) [Line Items] | |||||||
Aggregate purchase price | $ 25,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | 9 Months Ended | ||
Feb. 06, 2022 | Jan. 06, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Liability recorded | $ 76,588 | |||
Gross proceeds | $ 2,700,000 | |||
Over-Allotment Option [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Over-allotment option unit (in Shares) | 267,159 | |||
Founder Shares [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Shares of forfeiture (in Shares) | 214,460 | |||
Underwriting Agreement [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Number of units additionally purchased (in Shares) | 1,125,000 | 1,125,000 | ||
Liability recorded | $ 0 | $ 76,588 | ||
Underwriting discount | 500,000 | 500,000 | ||
Business combination fee | $ 3,375,000 | $ 3,375,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares outstanding in percentage | 20% | 20% |
Public warrants expire term | 5 years | 5 years |
Redemption of warrants, description | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:• in whole and not in part;• at a price of $0.01 per Public Warrant;• upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and• if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:• in whole and not in part;• at a price of $0.01 per Public Warrant;• upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and• if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. |
Common Class A [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Voting rights, description | Holders of Class A common stock are entitled to one vote for each share. | Holders of Class A common stock are entitled to one vote for each share. |
Common stock, shares issued | 317,600 | 317,600 |
Common stock, shares outstanding | 7,500,000 | |
Common stock subject to possible redemption | 7,767,159 | 7,500,000 |
Class B Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Voting rights, description | Holders of Class B common stock are entitled to one vote for each share. | Holders of Class B common stock are entitled to one vote for each share. |
Description of issued and outstanding | As of June 30, 2022 and December 31, 2021, there were 1,941,790 and 2,156,250 shares of Class B common stock issued and outstanding. |
Taxes (Details)
Taxes (Details) | 9 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal and state operating loss carryovers | $ 158,358 |
Change in the valuation allowance | 49,406 |
Statutory tax rate | $ 0.21 |
Taxes (Details) - Schedule of n
Taxes (Details) - Schedule of net deferred tax assets | Dec. 31, 2021 USD ($) |
Schedule Of Net Deferred Tax Assets Abstract | |
Net operating losses | $ 33,255 |
Start up costs | 16,151 |
Total deferred tax assets | 49,406 |
Valuation Allowance | (49,406) |
Deferred tax asset, net of allowance |
Taxes (Details) - Schedule of b
Taxes (Details) - Schedule of breakdown of the income tax provision | 9 Months Ended |
Dec. 31, 2021 USD ($) | |
Federal | |
Current | |
Deferred | (49,406) |
State and local | |
Current | |
Deferred | |
Change in valuation allowance | 49,406 |
Income tax provision |
Taxes (Details) - Schedule of r
Taxes (Details) - Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate | 9 Months Ended |
Dec. 31, 2021 | |
Schedule Of Reconciliation Of The Federal Income Tax Rate To The Company SEffective Tax Rate Abstract | |
U.S. federal statutory rate | 21% |
Other | 0.50% |
Valuation allowance | (20.50%) |
Income tax provision |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 6 Months Ended | 9 Months Ended | ||
Feb. 06, 2022 | Jan. 06, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | ||||
Gross proceeds | $ 2,900,000 | $ 3,176,000 | ||
Convertible preferred stock and warrants | $ 7,000,000 | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Partially exercised over-allotment option | 267,159 | |||
Private place units issued | 26,716 | |||
Founders shares | 214,460 | |||
Series A Preferred Stock [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Convertible preferred stock and warrants | $ 3,000,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Class A Common Stock | |||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share [Line Items] | |||
Allocation of net loss | $ (317,424) | $ (898,034) | $ (24,906) |
Basic weighted average shares outstanding | 8,087,431 | 8,079,936 | |
Basic net loss per common share | $ (0.04) | $ (0.11) | |
Class B Common Stock | |||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share [Line Items] | |||
Allocation of net loss | $ (76,214) | $ (215,611) | $ (215,794) |
Basic weighted average shares outstanding | 1,941,790 | 1,939,935 | |
Basic net loss per common share | $ (0.04) | $ (0.11) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Class A Common Stock | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 8,087,431 | 8,079,936 |
Diluted net loss per common share | $ (0.04) | $ (0.11) |
Class B Common Stock | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 1,941,790 | 1,939,935 |
Diluted net loss per common share | $ (0.04) | $ (0.11) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities that are measured at fair value - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 78,557,873 | $ 75,750,000 |