Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 17, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | AQUARON ACQUISITION CORP. | |
Trading Symbol | AQU | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 7,040,240 | |
Amendment Flag | false | |
Entity Central Index Key | 0001861063 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-41470 | |
Entity Tax Identification Number | 86-2760193 | |
Entity Address, Address Line One | 515 Madison Avenue | |
Entity Address, Address Line Two | 8th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (646) | |
Local Phone Number | 970 2181 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Current asset – cash | $ 15,975 | $ 16,860 |
Deferred offering costs | 499,014 | 251,984 |
Total Assets | 514,989 | 268,844 |
Current Liabilities | ||
Other payable – related party | 300 | |
Accrued offering expenses | 201,676 | 47,940 |
Promissory note – related party | 300,000 | 200,000 |
Total Current Liabilities | 501,676 | 248,240 |
Total Liabilities | 501,676 | 248,240 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Common stock, $0.0001 par value; 5,000,000 shares authorized; 1,437,500 shares issued and outstanding, respectively | 144 | 144 |
Additional paid-in capital | 24,856 | 24,856 |
Accumulated deficit | (11,687) | (4,396) |
Total Stockholders’ Equity | 13,313 | 20,604 |
Total Liabilities and Stockholders’ Equity | $ 514,989 | $ 268,844 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, shares issued | 1,437,500 | 1,437,500 |
Common stock, shares outstanding | 1,437,500 | 1,437,500 |
Unaudited Statements of Operati
Unaudited Statements of Operations - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Formation and operating costs | $ 121 | $ 177 | $ 4,005 | $ 7,291 |
Net loss | $ (121) | $ (177) | $ (4,005) | $ (7,291) |
Basic and diluted weighted average shares outstanding (in Shares) | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 |
Basic and diluted net loss per share (in Dollars per share) | $ 0 | $ 0 | $ (0.003) | $ (0.006) |
Unaudited Statements of Opera_2
Unaudited Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 |
Basic and diluted net loss per share (in Dollars per share) | $ 0 | $ 0 | $ (0.003) | $ (0.006) |
Unaudited Statement of Changes
Unaudited Statement of Changes in Stockholders’ Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Mar. 10, 2021 | ||||
Balance (in Shares) at Mar. 10, 2021 | ||||
Net loss | (3,659) | (3,659) | ||
Balance at Mar. 31, 2021 | (3,659) | (3,659) | ||
Balance (in Shares) at Mar. 31, 2021 | ||||
Balance at Mar. 10, 2021 | ||||
Balance (in Shares) at Mar. 10, 2021 | ||||
Net loss | (4,005) | |||
Balance at Sep. 30, 2021 | $ 144 | 24,856 | (3,651) | 20,995 |
Balance (in Shares) at Sep. 30, 2021 | 1,437,500 | |||
Balance at Mar. 31, 2021 | (3,659) | (3,659) | ||
Balance (in Shares) at Mar. 31, 2021 | ||||
Common stock issued to initial stockholders | $ 144 | 24,856 | 25,000 | |
Common stock issued to initial stockholders (in Shares) | 1,437,500 | |||
Net loss | (169) | (169) | ||
Balance at Jun. 30, 2021 | $ 144 | 24,856 | (3,828) | 21,172 |
Balance (in Shares) at Jun. 30, 2021 | 1,437,500 | |||
Net loss | (177) | (177) | ||
Balance at Sep. 30, 2021 | $ 144 | 24,856 | (3,651) | 20,995 |
Balance (in Shares) at Sep. 30, 2021 | 1,437,500 | |||
Balance at Dec. 31, 2021 | $ 144 | 24,856 | (4,396) | 20,604 |
Balance (in Shares) at Dec. 31, 2021 | 1,437,500 | |||
Net loss | (2,143) | (2,143) | ||
Balance at Mar. 31, 2022 | $ 144 | 24,856 | (6,539) | 18,461 |
Balance (in Shares) at Mar. 31, 2022 | 1,437,500 | |||
Balance at Dec. 31, 2021 | $ 144 | 24,856 | (4,396) | $ 20,604 |
Balance (in Shares) at Dec. 31, 2021 | 1,437,500 | |||
Common stock issued to initial stockholders (in Shares) | 50,000 | |||
Net loss | $ (7,291) | |||
Balance at Sep. 30, 2022 | $ 144 | 24,856 | (11,687) | 13,313 |
Balance (in Shares) at Sep. 30, 2022 | 1,437,500 | |||
Balance at Mar. 31, 2022 | $ 144 | 24,856 | (6,539) | 18,461 |
Balance (in Shares) at Mar. 31, 2022 | 1,437,500 | |||
Net loss | (5,027) | (5,027) | ||
Balance at Jun. 30, 2022 | $ 144 | 24,856 | (11,566) | 13,434 |
Balance (in Shares) at Jun. 30, 2022 | 1,437,500 | |||
Net loss | (121) | (121) | ||
Balance at Sep. 30, 2022 | $ 144 | $ 24,856 | $ (11,687) | $ 13,313 |
Balance (in Shares) at Sep. 30, 2022 | 1,437,500 |
Unaudited Statements of Cash Fl
Unaudited Statements of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||||||
Net loss | $ (3,659) | $ (121) | $ (2,143) | $ (177) | $ (4,005) | $ (7,291) |
Net cash used in operating activities | (4,005) | (7,291) | ||||
Cash Flows from Financing Activities: | ||||||
Proceeds from promissory note – related party | 200,000 | 100,000 | ||||
Proceeds from issuance of Insider shares to the initial stockholders | 25,000 | |||||
Payment of offering costs | (170,129) | (93,294) | ||||
Reimbursement of formation costs paid by related party | (300) | |||||
Net cash provided by financing activities | 54,871 | 6,406 | ||||
Net change in cash | 50,866 | (885) | ||||
Cash, beginning of the period | $ 16,860 | 16,860 | ||||
Cash, end of the period | $ 15,975 | $ 50,866 | 50,866 | 15,975 | ||
Supplemental Disclosure of Cash Flow Information: | ||||||
Deferred offering costs in accrued offering expenses | $ 18,415 | $ 201,676 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Aquaron Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on March 11, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on operating business in the new energy sector. 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 September 30, 2022, the Company had not commenced any operations. All activities through September 30, 2022 are related to the Company’s formation and the initial public offering (“IPO” as defined below). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Aquaron Investments LLC (the “Sponsor”), a Delaware limited liability company. The registration statement for the Company’s IPO became effective on October 3, 2022. On October 6, 2022, the Company consummated the IPO of 5,000,000 units at an offering price of $10.00 per unit (the “Public Units’), generating gross proceeds of $50,000,000. Simultaneously with the IPO, the Company sold to its Sponsor 256,250 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,562,500, which is described in Note 4. The Company granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments, if any. On October 14, 2022, the underwriters partially exercised the over-allotment option to purchase 417,180 Units (“Over-Allotment Option Units”) at $10.00 per Unit generating total gross proceeds of $4,171,800. On October 14, 2022, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the Private Placement of an additional 12,515.40 Private Units generating gross proceeds of $125,154. A total of $54,984,377 of the net proceeds from the sale of the Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on October 6, 2022 and October 14, 2022, were deposited in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial Business Combination or the liquidation due to the Company’s failure to complete a Business Combination within the applicable period of time. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. In addition, interest income earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account. Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. 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 $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Insider Shares (as defined in Note 5) (the “Initial Stockholders”) and Chardan have agreed (a) to vote their Insider Shares, Private Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. The Initial Stockholders and Chardan have agreed (a) to waive their redemption rights with respect to the Insider Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until 9 months from the closing of the IPO to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate initial business combination within 9 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 12 or 15 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $750,000 ($0.15 per Public Share or an aggregate of $1,500,000) on or prior to the date of the applicable deadline. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and Chardan have agreed to waive their liquidation rights with respect to the Insider Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or Chardan acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.15. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.15 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO 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 claims. Going Concern Consideration At September 30, 2022, the Company had $15,975 in cash and working capital deficit (current assets less current liabilities, excluding deferred offering costs) of $485,701. Upon the closing of the IPO and the private placement on October 6, 2022, cash of $272,782 was held outside of the Trust Account and is available for the payment of offering costs and for working capital purposes. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $15,975 in cash and none Deferred Offering Costs Deferred offering costs consist of legal, underwriting fees and other costs incurred through the balance sheet date that are directly related to the IPO and that will be charged to stockholders’ equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from January 1, 2022 to September 30, 2022. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of an aggregate of 187,500 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5). As a result of the underwriters partially exercised the over-allotment option on October 12, 2022, 104,295 shares of the total 187,500 shares of common stock were no longer subject to forfeiture. At September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. 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 these accounts as of September 30, 2022. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Common Stock Subject to Possible Redemption The Company subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Recent Accounting Pronouncements In August 2020 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Regulated Operations [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On October 6, 2022, the Company sold 5,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $50,000,000 related to its IPO. The Company granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments, if any. On October 14, 2022, the underwriters partially exercised the over-allotment option to purchase 417,180 Over-Allotment Option Units at $10.00 per Unit generating total gross proceeds of $4,171,800. Each Unit consists of one share of common stock and one right (“Public Right”). Each Public Right will convert into one-fifth (1/5) of one share of common stock upon the consummation of a Business Combination. All of the 5,417,180 Public Shares sold as part of the Public Units in the IPO (including the Over-Allotment Option Units) contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480- T he Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 9-month period leading up to a Business Combination. On October 6, 2022, the Company had not recorded any accretion. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Abstract | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO on October 6, 2022, the Sponsor purchased an aggregate of 256,250 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,562,500 in a private placement. Each Private Unit will consist of one share of common stock (“Private Share”) and one right (“Private Right”). On October 14, 2022, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the sale of an additional 12,515.40 Private Units generating gross proceeds of $125,154. Each Private Right will convert into one-fifth (1/5) of one share of common stock upon the consummation of a Business Combination. The net proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Insider Shares On April The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On April 1, 2021 and December 20, 2021, the Sponsor agreed to loan the Company up to an aggregate amount of $200,000 and $100,000, respectively, to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). As of September 30, 2022, $300,000 was outstanding under the Promissory Note. The Promissory Note is unsecured, interest-free and due on the closing of the IPO. The Company repaid $200,000 and $100,000 of the outstanding balance on October 7, 2022 and October 18, 2022, respectively. |
Commitments and Contingency
Commitments and Contingency | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingency | Note 6 — Commitments and Contingency Registration Rights The holders Underwriting Agreement The Company The underwriters were paid a cash underwriting discount of $750,000. In addition, the underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $1,750,000, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The underwriters are also entitled to 0.75% of the gross proceeds of the IPO in the form of common stock of the Company at a price of $10.00 per share, to be issued if the Company closes a business combination. In addition, the Company has agreed to issue to Chardan and/or its designees 50,000 Private Units as a deferred underwriting commission if the Company closes a business combination. If a business combination is not consummated, such Private Units will not be issued and Chardan’s (and/or its designees) right to receive them will be forfeited. Unit Purchase Option On October 6, 2022, the Company sold to Chardan (and/or its designees), for $100, an option (“UPO”) to purchase 90,000 Units (or 103,500 units if the over-allotment option is exercised in full). The UPO is exercisable at any time, in whole or in part, between the close of the Business Combination and fifth anniversary of the date of the Business Combination at a price per Unit equal to $11.50 (or 115% of the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day immediately prior to consummation of an initial Business Combination). The option and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Common Stock Rights issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company). 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 rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on the review, management identified the following subsequent events that are required disclosure in the financial statements. On October 6, 2022, the Company consummated the IPO of 5,000,000 units at an offering price of $10.00 per unit generating gross proceeds of $50,000,000. Simultaneously with the closing of the IPO, the Company sold to the Sponsor, in a private placement, 256,250 units, at $10.00 per unit generating total gross proceeds of $2,562,500. On October 12, 2022, the underwriters partially exercised the over-allotment option to purchase 417,180 Public Units at a price of $10 per unit, generating gross proceeds to the Company of $4,171,800. Concurrently with the underwriter’s exercise of such option, the Company consummated a private placement of 12,515.40 Private Units at a price of $10 per unit. The over-allotment transactions were closed on October 14, 2022. Subsequent to the IPO, $200,000 of the $300,000 Promissory Note balance was repaid on October 7, 2022; the remaining $100,000 was paid on October 18, 2022. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $15,975 in cash and none |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, underwriting fees and other costs incurred through the balance sheet date that are directly related to the IPO and that will be charged to stockholders’ equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period from January 1, 2022 to September 30, 2022. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of an aggregate of 187,500 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 5). As a result of the underwriters partially exercised the over-allotment option on October 12, 2022, 104,295 shares of the total 187,500 shares of common stock were no longer subject to forfeiture. At September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
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 $250,000. The Company has not experienced losses on these accounts as of September 30, 2022. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Oct. 14, 2022 | Oct. 06, 2022 | Aug. 16, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Gross proceeds | $ 4,171,800 | ||||
Shares purchased (in Shares) | 750,000 | ||||
Fair market value percentage | 80% | ||||
Tax rate | 80% | ||||
Net tangible assets | $ 5,000,001 | ||||
Tax payable | $ 50,000 | ||||
Per share of trust account (in Dollars per share) | $ 10.15 | ||||
Cash | $ 15,975 | $ 16,860 | |||
Working capital | 485,701 | ||||
Line of Credit Facility, Periodic Payment | 25,000 | ||||
Promissory note | $ 300,000 | ||||
U.S. federal excise tax | 1% | ||||
Excise tax | 1% | ||||
Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Net proceeds | $ 54,984,377 | ||||
Subsequent Event [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Share price (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 125,154 | ||||
Private units (in Dollars per share) | $ 10 | ||||
Cash held outside of trust account | $ 272,782 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Shares issued (in Shares) | 5,000,000 | ||||
Share price (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 50,000,000 | ||||
Subsequent Event [Member] | Private Placement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Gross proceeds | $ 2,562,500 | ||||
Shares sold (in Shares) | 256,250 | ||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Shares issued (in Shares) | 417,180 | ||||
Additional of private placement (in Shares) | 12,515.4 | ||||
Sponsor [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Share price (in Dollars per share) | $ 0.15 | ||||
Amount of trust account | $ 750,000 | ||||
Business Combination [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Share price (in Dollars per share) | $ 10.15 | ||||
Description of business combination | Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | ||||
Public shares percentage | 100% | ||||
Business combination assets, description | In addition, if the Company anticipates that it may not be able to consummate initial business combination within 9 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 12 or 15 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $750,000 ($0.15 per Public Share or an aggregate of $1,500,000) on or prior to the date of the applicable deadline. | ||||
Aggregate amount | $ 1,500,000 | ||||
Per share value of assets (in Dollars per share) | $ 10.15 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Oct. 12, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash | $ 15,975 | $ 16,860 | |
Cash equivalents | |||
Federal depository insurance coverage | $ 250,000 | ||
Subsequent Event [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares of common stock | 187,500 | ||
Over-Allotment Option [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares of common stock | 187,500 | ||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares of common stock | 104,295 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Subsequent Event [Member] - USD ($) | Oct. 14, 2022 | Oct. 06, 2022 |
Initial Public Offering (Details) [Line Items] | ||
Number of shares in unit | 5,000,000 | |
Price per shares in unit (in Dollars per share) | $ 10 | |
Gross proceeds (in Dollars) | $ 125,154 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of shares in unit | 750,000 | |
Gross proceeds (in Dollars) | $ 50,000,000 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of shares in unit | 417,180 | |
Price per shares in unit (in Dollars per share) | $ 10 | |
Gross proceeds (in Dollars) | $ 4,171,800 | |
Public Shares [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of shares in unit | 5,417,180 |
Private Placement (Details)
Private Placement (Details) - Subsequent Event [Member] - USD ($) | Oct. 14, 2022 | Oct. 06, 2022 |
Private Placement (Details) [Line Items] | ||
Purchased of private per units | $ 10 | |
Gross proceeds | $ 125,154 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Issuance of private placement | $ 2,562,500 | |
Over-Allotment Option [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchased of private units | 12,515.4 | |
Gross proceeds | $ 4,171,800 | |
Sponsor [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchased of private units | 256,250 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 7 Months Ended | 9 Months Ended | ||||||
Oct. 18, 2022 | Oct. 14, 2022 | Oct. 07, 2022 | Oct. 06, 2022 | Dec. 20, 2021 | Apr. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate price | $ 25,000 | |||||||
Initial stockholders percentage | 20% | |||||||
Shares issued (in Shares) | 750,000 | |||||||
Subject to certain limited exceptions percentage | 50% | |||||||
Proceeds from promissory note related party | $ 200,000 | $ 100,000 | ||||||
Outstanding amount | $ 300,000 | |||||||
Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Common stock, shares issued (in Shares) | 1,437,500 | |||||||
Common stock exceed price (in Dollars per share) | $ 12.5 | |||||||
Over-Allotment Option [Member] | Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate of shares subject to forfeiture | $ 187,500 | |||||||
Subsequent Event [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares issued (in Shares) | 90,000 | |||||||
Shares of common stock subject to forfeiture (in Shares) | 187,500 | |||||||
Repaid outstanding balance amount | $ 100,000 | $ 200,000 | ||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Shares issued (in Shares) | 104,295 | 103,500 | ||||||
Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Proceeds from promissory note related party | $ 100,000 | $ 200,000 | ||||||
Insider Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Subject to certain limited exceptions percentage | 50% |
Commitments and Contingency (De
Commitments and Contingency (Details) - USD ($) | 9 Months Ended | |||
Oct. 14, 2022 | Oct. 12, 2022 | Oct. 06, 2022 | Sep. 30, 2022 | |
Commitments and Contingency (Details) [Line Items] | ||||
Purchased units | 750,000 | |||
Underwriting discount (in Dollars) | $ 750,000 | |||
Gross proceeds (in Dollars) | $ 1,750,000 | |||
Shares issued | 50,000 | |||
Subsequent Event [Member] | ||||
Commitments and Contingency (Details) [Line Items] | ||||
Purchased units | 90,000 | |||
Gross proceeds (in Dollars) | $ 4,171,800 | $ 50,000,000 | ||
Price per unit (in Dollars per share) | $ 11.5 | |||
Stock of sold (in Dollars) | $ 100 | |||
Weighted average shares | 115% | |||
IPO [Member] | ||||
Commitments and Contingency (Details) [Line Items] | ||||
Underwriters deferred fee percentage | 3.50% | |||
Underwriting discount gross proceeds percentage | 0.75% | |||
Price per unit (in Dollars per share) | $ 10 | |||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||
Commitments and Contingency (Details) [Line Items] | ||||
Purchased units | 104,295 | 103,500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2022 | Oct. 14, 2022 | Dec. 31, 2021 | |
Stockholders' Equity (Details) [Line Items] | |||
Common stock shares | 10,000,000 | ||
Price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock voting rights | Holders of the common stock are entitled to one vote for each share | ||
Common stock, shares issued | 1,437,500 | 1,437,500 | |
Common stock, shares outstanding | 1,437,500 | 1,437,500 | |
Shares subject to forfeiture | 187,500 | ||
Initial stockholders percentage | 20% | ||
Subsequent Event [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Common stock shares | 187,500 | ||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Common stock shares | 104,295 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Oct. 18, 2022 | Oct. 12, 2022 | Oct. 07, 2022 | Oct. 06, 2022 |
Subsequent Events (Details) [Line Items] | ||||
Shares issued (in Shares) | 417,180 | 5,000,000 | ||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds | $ 4,171,800 | $ 50,000,000 | ||
Repayment of debt | $ 100,000 | $ 200,000 | ||
Private Placement [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Shares issued (in Shares) | 12,515.4 | 256,250 | ||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds | $ 2,562,500 | |||
IPO [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Repayment of debt | $ 100,000 | 200,000 | ||
Initial public offering (IPO) | $ 300,000 |