Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 05, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41000 | |
Entity Registrant Name | TG Venture Acquisition Corp. | |
Entity Central Index Key | 0001865191 | |
Entity Tax Identification Number | 86-1985947 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1390 Market Street, Suite 200 | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94102 | |
City Area Code | (628) | |
Local Phone Number | 251-1369 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one share of Class A Common ]Stock and one Redeemable Warrant | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | |
Trading Symbol | TGVC.U | |
Security Exchange Name | NASDAQ | |
Class A Common Stock, par value $0.0001 per share | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | TGVC | |
Security Exchange Name | NASDAQ | |
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | ||
Title of 12(b) Security | Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | |
Trading Symbol | TGVC.W | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 11,557,500 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,889,149 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS: | ||
Cash | $ 344,087 | $ 664,626 |
Prepaid expense | 470,405 | 436,676 |
Total current assets | 814,492 | 1,101,302 |
Prepaid expense-noncurrent | 36,307 | 138,423 |
Cash and investments held in Trust Account | 117,321,928 | 117,307,730 |
TOTAL ASSETS | 118,172,727 | 118,547,455 |
LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||
Accounts payable and accrued expense | 160,475 | 274,847 |
Due to related parties | 2,210 | 875 |
Total current liabilities | 162,685 | 275,722 |
Total Liabilities | 162,685 | 275,722 |
Class A common stock subject to possible redemption, $0.0001 par value; 11,500,000 shares at a redemption value of $10.20 per share at March 31, 2022 and December 31, 2021 | 117,300,000 | 117,300,000 |
Additional paid-in capital | 2,044,605 | 2,044,605 |
Accumulated Deficit | (1,334,858) | (1,073,167) |
Total Stockholders’ Equity | 710,042 | 971,733 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 118,172,727 | 118,547,455 |
Common Class A [Member] | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||
Ordinary shares | 6 | 6 |
Common Class B [Member] | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||
Ordinary shares | $ 289 | $ 289 |
CONDENSED BALANCE SHEETS (Una_2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity par value | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 11,500,000 | 11,500,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 57,500 | 57,500 |
Common Stock, Shares, Outstanding | 57,500 | 57,500 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares, Issued | 2,889,149 | 2,889,149 |
Common Stock, Shares, Outstanding | 2,889,149 | 2,889,149 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | ||
Income Statement [Abstract] | |||
General and administrative expenses | $ 0 | $ 275,889 | |
Loss from operations | 0 | (275,889) | |
Other income: | |||
Interest income on cash and investments held in Trust Account | 0 | 14,198 | |
Total other income | 0 | 14,198 | |
Net loss | $ (261,691) | ||
Basic and diluted weighted average shares outstanding, Class A common stock | 0 | 11,557,500 | |
Basic and diluted net loss per common stock, Class A common stock | $ 0 | $ (0.02) | |
Basic and diluted weighted average shares outstanding, Class B common stock | 2,589,149 | 2,889,149 | |
Basic and diluted net loss per common stock, Class B common stock | [1] | $ 0 | $ (0.02) |
[1] | This number included up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. As a result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture (see Note 1). |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A Common Stock [Member] | Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance as of February 8, 2021 (inception) at Feb. 07, 2021 | $ 289 | $ 25,693 | $ 25,693 | ||
Beginning balance, shares at Feb. 07, 2021 | 2,889,149 | ||||
Net Income | |||||
Ending balance, value at Mar. 31, 2021 | $ 289 | 25,693 | 25,693 | ||
Ending balance, shares at Mar. 31, 2021 | 2,889,149 | ||||
Balance as of February 8, 2021 (inception) at Dec. 31, 2021 | $ 6 | $ 289 | 2,044,605 | (1,073,167) | 971,733 |
Beginning balance, shares at Dec. 31, 2021 | 57,500 | 2,889,149 | |||
Net Income | (261,691) | (261,691) | |||
Ending balance, value at Mar. 31, 2022 | $ 6 | $ 289 | $ 2,044,605 | $ (1,334,858) | $ 710,042 |
Ending balance, shares at Mar. 31, 2022 | 57,500 | 2,889,149 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (261,691) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on investment held in Trust Account | 0 | (14,198) |
Changes in current assets and current liabilities: | ||
Prepaid assets | 0 | 68,387 |
Accounts payable and accrued expense | 0 | (114,372) |
Due to related parties | 0 | 1,335 |
Net cash used in operating activities | 0 | (320,539) |
Cash flows from financing activities: | ||
Proceeds from sale of founder shares | 25,982 | 0 |
Net cash provided by financing activities | 25,982 | 0 |
Net Change in Cash | 25,982 | (320,539) |
Cash – Beginning | 0 | 664,626 |
Cash – Ending | $ 25,982 | $ 344,087 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations TG Venture Acquisition Corp. (the “Company”) is a newly organized, blank check company incorporated as a Delaware corporation on February 8, 2021, 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”). As of March 31, 2022, the Company had not commenced any operations. All activity for the period from February 8, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (the “IPO”). The Company’s sponsor is Tsangs Group Holdings Limited (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on November 2, 2021 (the “Effective Date”). On November 5, 2021, the Company consummated the IPO of 11,500,000 10.00 1,500,000 115,000,000 Simultaneously with the consummation of the IPO, the Company consummated the private placement of 5,500,000 1.00 5,500,000 Transaction costs amounted to $ 3,040,822 1,150,000 575,000 579,110 736,712 While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account (as hereinafter defined), substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding the taxes payable on the interest earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on November 5, 2021, $ 117,300,000 100,000 on relating to stockholders’ rights or pre-Business Combination activity; and (c) the redemption of 100% of the Public Shares if the Company is unable to complete the initial Business Combination within the required time frame (subject to the requirements of applicable law). Public stockholders have the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combinatio n at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to voting on the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public share. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Company has 18 months from the closing of the IPO until May 5, 2023 to complete the initial Business Combination (the “Combination Period”). If the Company is unable to complete the initial 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 no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 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 Comp The initial stockholders, Sponsor, executive officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) to waive their redemption rights with respect to their Founder Shares if we are forced to liquidate; (ii) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to a pprove an amendment to the Company’s amended and restated certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or certain amendments to the charter prior thereto or to redeem 100% of the Company’s Public Shares if the Company does not complete the initial Business Combination within the Combined Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period; (iv) the Founder Shares are shares of the Company’s Class B common stock that will automatically convert into shares of the Company’s Class A common stock at the time of the initial Business Combination, on a one-for-one basis, subject to adjustment as described herein, and (v) are entitled to registration rights. If the Company submits the initial Business Combination to the public stockholders for a vote, the initial stockholders, officers and directors have agreed pursuant to the letter agreement to vote any shares held by them and any Public Shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share; and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Compa ny cannot assent that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity, Capital Resources and Going Concern The Company’s liquidity needs up to March 31, 2022 had been satisfied through a payment from the Sponsor of $ 25,000 400,000 344,087 651,807 664,626 825,580 In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5) and proceeds outside of the Trust account and Private Placement Warrants. As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the 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 the date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern through May 5, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section102 (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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The significant accounting estimate reflected in the Company’s financial statements includes, but is not limited to, valuation of Founder Shares. 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 cash of $ 344,087 664,626 no Investments Held in Trust Account On March 31, 2022 and December 31, 2021, the assets held in the Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. During the three months ended March 31, 2022 and the period from February 8, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2022 and December 31, 2021 are as follows: Debt securities, available-for-sale Carrying Value as of March 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of March 31, 2022 U.S. Treasury Securities $ 117,321,270 $ — $ (31,249 ) $ 117,290,021 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Treasury Securities $ 117,307,072 $ — $ (21,399 ) $ 117,285,673 Deferred Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1, “Other Assets and Deferred Costs”. Deferred offering costs consists of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Public Offering. Offering costs are allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received. Upon closing of the IPO on November 5, 2021, offering costs associated with the Class A common stock and the warrants were charged to stockholders’ equity. Upon the IPO on November 5, 2021 offering costs amounted to $ 3,040,822 Share Based Compensation The Company complies with ASC 718 Compensation- Stock Compensation, regarding interests in founder shares acquired by directors and advisors of the Company as compensation. The interests in the founder shares vested upon the Company completing the initial public offering and compensation expense has been recorded accordingly at that date based upon the initial grant date fair value. The determination of the fair value of the share-based compensation awards represents a significant estimate within the financial statements. The fair value is based upon a Monte Carlo valuation that considers the probability of an initial public offering, business combination and other risk factors. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Common stock Subject to Possible Redemption The Company will account for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets . The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheets as of March 31, 2022 and December 31, 2021 is reconciled in the following table: Schedule of reconciliation Gross Proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (6,725,456 ) Issuance cost of redeemable Class A common stock (3,040,822 ) Plus: Remeasurement adjustment on redeemable common stock 12,066,278 Class A common stock subject to possible redemption $ 117,300,000 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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. ASC 480-10-S99, addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemptions provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the Company’s warrants defined in Note 7 do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the 11,500,000 5,500,000 Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings 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. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company had not considered the effect of the Private Placement to purchase an aggregate of 5,500,000 Reconciliation of Net Loss per Common Stock Basic and diluted net loss per share for Class A common stock and for Class B common stock is calculated as follows: Schedule of Earnings Per Share, Basic and Diluted For the Three Months Ended March 31, 2022 For the period from February 8, 2021 (inception) through to March 31, 2022 Net Loss per share for Class A common stock: Allocation of net loss to Class A common stock $ (209,356 ) $ — Basic and diluted weighted average shares, Class A common stock 11,557,500 — Basic and diluted net loss per share $ (0.02 ) $ 0.00 Net Loss per share for Class B common stock: Allocation of net loss to Class B common stock $ (52,335 ) $ — Basic and diluted weighted average shares, Class B common stock 2,889,149 2,589,149 Basic and diluted net loss per share $ (0.02 ) $ 0.00 Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage of $ 250,000 Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging-Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU No. 2020-06 upon its incorporation. The impact to our financial statements was not material. Management does not believe that any other 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 | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On November 5, 2021, the Company sold 11,500,000 1,500,000 10.00 11,500,000 11,500,000 11.50 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,500,000 1.00 5,500,000 11.50 The Private Placement Warrants are identical to the Public Warrants except that they will not be transferable, assignable or saleable until 30 days after the Business Combination except to certain permitted transferees. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In 2021, the Sponsor and other founders (the “Initial Stockholder”) paid $ 25,982 2,889,149 11,500,000 Two of the initial stockholders, TriPoint Capital Management, LLC (“TriPoint”), a Delaware limited liability company, and HFI Limited (“HFI”), a Cayman Islands company, serve in an advisory capacity to the Sponsor with the Company being a primary beneficiary, and their participation in the purchase of Founder Shares is considered as part of their compensation as advisors. Accordingly, upon consummation of the IPO on November 5, 2021, the Company recorded the excess fair value above the purchase price of the 300,000 579,110 On November 2, 2021, the Sponsor entered into an Agreement with the Company’s three independent directors under which they were each assigned 30,000 of the Founder Shares the Sponsor owned, as an inducement to serve as directors of the Company, for which they paid $0.009 per share, or an aggregate of $810. The shares are vested upon the consummation of the IPO. The fair value of the 90,000 shares at November 2, 2021, was estimated using a Monte Carlo simulation model to be approximately $706,000 in the aggregate, which the Company will record as director compensation expense The Initial Stockholders have agreed not to transfer, assign, or sell any of their Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, except with respect to permitted transferees. Promissory Note — Related Party The Sponsor issued a promissory note allowing the Company to borrow up to $ 400,000 227,690 Working Capital Loans Our sponsor has committed that they are willing and able to provide the Company with any additional funds it needs to carry out its operations. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors have committed to loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $3,000,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. As of March 31, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Service Fee The Company entered into an administrative services agreement on November 2, 2021, pursuant to which the Company will pay an affiliate of the Sponsor, $445 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Total expense under the administrative services agreement during the three months ended March 31, 2022 and for the period from February 8, 2021 (inception) through March 31, 2021 were $ 1,335 0 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of 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 the registration statement of which this prospectus forms a part, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. Underwriting Agreement On November 5, 2021, the Company paid a cash underwriting discount of 1.0 1,150,000 1,500,000 10.00 1 Representative Units Simultaneous with the closing of the IPO, the Company issued to ThinkEquity, as part of representative compensation upon the consummation of the IPO, 57,500 Representative Units (the “Representative Units”). The Representative Units consist of one share of Class A common stock and one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Representative Units are identical to the Units except, and so long as the Representative Units are held by ThinkEquity (and/or its designees) or its permitted transferees, they (i) may not (including the Class A common stock issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) may be exercised by the holders on a cashless basis, (iii) will be entitled to registration rights and (iv) will not be exercisable more than five years from the Effective Date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(f)(2)(G)(i). ThinkEquity has agreed (i) to waive its redemption rights with respect to the warrants underlying the Representative Units in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such warrants if the Company fails to complete the initial Business Combination within 18 months from the closing of the IPO. |
Stockholder_s Equity
Stockholder’s Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholder’s Equity | Note 7 — Stockholder’s Equity Preferred Stock 1,000,000 0.0001 no Class A Common stock 100,000,000 0.0001 57,500 11,500,000 Class B Common stock 10,000,000 0.0001 2,889,149 The shares of Class B common stock will automatically convert into shares of the Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like, and subject to further adjustment as provided herein. Warrants 11,500,000 5,500,000 Each warrant is exercisable at any time commencing on the later of 30 days after the completion of our initial business combination and 12 months from the closing of the IPO and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in the Warrant Agreement and (iii) the liquidation of the Trust Account (the “Expiration Date”). The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Warrant is held by the Sponsor and/or their designees, such Private Warrant may not be exercised after five years from the Effective Date of the Registration Statement. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. 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 with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company is not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 60 business days after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Redemption of warrants: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● In whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and ● if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 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 ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company’s management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 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 the unaudited condensed financial statements were issued. Except as disclosed in the footnotes elsewhere and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section102 (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 statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The significant accounting estimate reflected in the Company’s financial statements includes, but is not limited to, valuation of Founder Shares. |
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 cash of $ 344,087 664,626 no Investments Held in Trust Account On March 31, 2022 and December 31, 2021, the assets held in the Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments—Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. During the three months ended March 31, 2022 and the period from February 8, 2021 (inception) through December 31, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statement of operations. Interest income is recognized when earned. The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2022 and December 31, 2021 are as follows: Debt securities, available-for-sale Carrying Value as of March 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of March 31, 2022 U.S. Treasury Securities $ 117,321,270 $ — $ (31,249 ) $ 117,290,021 Carrying Value as of December 31, 2021 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 U.S. Treasury Securities $ 117,307,072 $ — $ (21,399 ) $ 117,285,673 |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1, “Other Assets and Deferred Costs”. Deferred offering costs consists of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Public Offering. Offering costs are allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received. Upon closing of the IPO on November 5, 2021, offering costs associated with the Class A common stock and the warrants were charged to stockholders’ equity. Upon the IPO on November 5, 2021 offering costs amounted to $ 3,040,822 |
Share Based Compensation | Share Based Compensation The Company complies with ASC 718 Compensation- Stock Compensation, regarding interests in founder shares acquired by directors and advisors of the Company as compensation. The interests in the founder shares vested upon the Company completing the initial public offering and compensation expense has been recorded accordingly at that date based upon the initial grant date fair value. The determination of the fair value of the share-based compensation awards represents a significant estimate within the financial statements. The fair value is based upon a Monte Carlo valuation that considers the probability of an initial public offering, business combination and other risk factors. |
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Common stock Subject to Possible Redemption | Common stock Subject to Possible Redemption The Company will account for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Common stock will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets . The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheets as of March 31, 2022 and December 31, 2021 is reconciled in the following table: Schedule of reconciliation Gross Proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (6,725,456 ) Issuance cost of redeemable Class A common stock (3,040,822 ) Plus: Remeasurement adjustment on redeemable common stock 12,066,278 Class A common stock subject to possible redemption $ 117,300,000 |
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 FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. ASC 480-10-S99, addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemptions provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the Company’s warrants defined in Note 7 do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for the 11,500,000 5,500,000 |
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”. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company had not considered the effect of the Private Placement to purchase an aggregate of 5,500,000 |
Reconciliation of Net Loss per Common Stock | Reconciliation of Net Loss per Common Stock Basic and diluted net loss per share for Class A common stock and for Class B common stock is calculated as follows: Schedule of Earnings Per Share, Basic and Diluted For the Three Months Ended March 31, 2022 For the period from February 8, 2021 (inception) through to March 31, 2022 Net Loss per share for Class A common stock: Allocation of net loss to Class A common stock $ (209,356 ) $ — Basic and diluted weighted average shares, Class A common stock 11,557,500 — Basic and diluted net loss per share $ (0.02 ) $ 0.00 Net Loss per share for Class B common stock: Allocation of net loss to Class B common stock $ (52,335 ) $ — Basic and diluted weighted average shares, Class B common stock 2,889,149 2,589,149 Basic and diluted net loss per share $ (0.02 ) $ 0.00 |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage of $ 250,000 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging-Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU No. 2020-06 upon its incorporation. The impact to our financial statements was not material. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Debt securities, available-for-sale | Debt securities, available-for-sale Carrying Value as of March 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of March 31, 2022 U.S. Treasury Securities $ 117,321,270 $ — $ (31,249 ) $ 117,290,021 |
Schedule of reconciliation | Schedule of reconciliation Gross Proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (6,725,456 ) Issuance cost of redeemable Class A common stock (3,040,822 ) Plus: Remeasurement adjustment on redeemable common stock 12,066,278 Class A common stock subject to possible redemption $ 117,300,000 |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted For the Three Months Ended March 31, 2022 For the period from February 8, 2021 (inception) through to March 31, 2022 Net Loss per share for Class A common stock: Allocation of net loss to Class A common stock $ (209,356 ) $ — Basic and diluted weighted average shares, Class A common stock 11,557,500 — Basic and diluted net loss per share $ (0.02 ) $ 0.00 Net Loss per share for Class B common stock: Allocation of net loss to Class B common stock $ (52,335 ) $ — Basic and diluted weighted average shares, Class B common stock 2,889,149 2,589,149 Basic and diluted net loss per share $ (0.02 ) $ 0.00 |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | Nov. 05, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Proceeds from private placement | $ 5,500,000 | ||
Transaction costs | 3,040,822 | ||
Underwriting commissions | 1,150,000 | ||
Fair value units | 575,000 | ||
Other offering costs | 736,712 | ||
Interest expenes | $ 100,000 | ||
Net tangible assets | 5,000,001 | ||
Repayment of loan | 25,000 | ||
Unsecured promissory note | 400,000 | ||
Loans payable to bank | 344,087 | $ 664,626 | |
Working capital deficit | 651,807 | $ 825,580 | |
Founder Shares [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Fair value units | $ 579,110 | ||
IPO [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Sale of units | 11,500,000 | ||
Sale of units per share | $ 10 | ||
Proceeds from initial public offering | $ 117,300,000 | ||
Over-Allotment Option [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Sale of units | 1,500,000 | ||
Gross proceeds | $ 115,000,000 | ||
Private Placement Warrants [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Sale of units | 5,500,000 | ||
Sale of units per share | $ 1 | ||
Proceeds from private placement | $ 5,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Investments Held in Trust Account | $ 117,321,270 | $ 117,307,072 |
Gross unrealized gains | ||
Gross unrealized losses | (31,249) | (21,399) |
Fair value of held to maturity securities | $ 117,290,021 | $ 117,285,673 |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Accounting Policies [Abstract] | |
Gross Proceeds | $ 115,000,000 |
Proceeds allocated to Public Warrants | (6,725,456) |
Issuance cost of redeemable Class A common stock | (3,040,822) |
Remeasurement adjustment on redeemable common stock | 12,066,278 |
Class A common stock subject to possible redemption | $ 117,300,000 |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 14 Months Ended |
Mar. 31, 2022 | Mar. 31, 2022 | |
Common Class A [Member] | ||
Allocation of net loss | $ (209,356) | $ 0 |
Weighted average shares outstanding | 11,557,500 | 0 |
Basic and diluted net income (loss) per share | $ (0.02) | $ 0 |
Common Class B [Member] | ||
Allocation of net loss | $ (52,335) | $ 0 |
Weighted average shares outstanding | 2,889,149 | 2,589,149 |
Basic and diluted net income (loss) per share | $ (0.02) | $ 0 |
Significant Accounting Polici_7
Significant Accounting Policies (Details Narrative) - USD ($) | Nov. 05, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Cash | $ 344,087 | $ 664,626 | |
Cash equivalents | 0 | $ 0 | |
Deferred offering costs | 3,040,822 | ||
Federal depository insurance corporation coverage | $ 250,000 | ||
Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | 11,500,000 | ||
Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | 5,500,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | 1,500,000 | ||
Antidilutive shares | 5,500,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - $ / shares | Nov. 05, 2021 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Warrant exercise price | $ 11.50 | $ 0.01 |
Public Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units | 11,500,000 | |
Number of public shares | 11,500,000 | |
Number of public warrant | 11,500,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units | 1,500,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units | 11,500,000 | |
Sale of units per share | $ 10 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | Nov. 05, 2021 | Mar. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 0.01 |
Proceeds from private placement | $ 5,500,000 | |
Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units | 5,500,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |
Proceeds from private placement | $ 5,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 05, 2021 | Mar. 31, 2021 | Mar. 31, 2022 |
Related Party Transaction [Line Items] | |||
Fair value units | $ 575,000 | ||
Sponsor Agreement Description | Company’s three independent directors under which they were each assigned 30,000 of the Founder Shares the Sponsor owned, as an inducement to serve as directors of the Company, for which they paid $0.009 per share, or an aggregate of $810. The shares are vested upon the consummation of the IPO. The fair value of the 90,000 shares at November 2, 2021, was estimated using a Monte Carlo simulation model to be approximately $706,000 in the aggregate, which the Company will record as director compensation expense | ||
Unsecured promissory note | $ 400,000 | ||
Borrowed amount | 227,690 | ||
Administrative fee expenses | $ 0 | 1,335 | |
IPO [Member] | |||
Related Party Transaction [Line Items] | |||
Sale of units | 11,500,000 | ||
Other Founder [Member] | Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Exchange of shares value | $ 25,982 | ||
Number of shares exchange | 2,889,149 | ||
Founder Shares [Member] | |||
Related Party Transaction [Line Items] | |||
Purchase price | 300,000 | ||
Fair value units | $ 579,110 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Nov. 05, 2021USD ($)$ / sharesshares |
Over-Allotment Option [Member] | |
Offsetting Assets [Line Items] | |
Sale of Stock, Number of Shares Issued in Transaction | 1,500,000 |
IPO [Member] | |
Offsetting Assets [Line Items] | |
Sale of Stock, Number of Shares Issued in Transaction | 11,500,000 |
Sale of Stock, Price Per Share | $ / shares | $ 10 |
Underwriting Agreement [Member] | |
Offsetting Assets [Line Items] | |
Cash underwriting discount percent | 1.00% |
Payment of underwriting commissions | $ | $ 1,150,000 |
Underwriting Discount percentage | 1.00% |
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |
Offsetting Assets [Line Items] | |
Sale of Stock, Number of Shares Issued in Transaction | 1,500,000 |
Underwriting Agreement [Member] | IPO [Member] | |
Offsetting Assets [Line Items] | |
Sale of Stock, Price Per Share | $ / shares | $ 10 |
Stockholder_s Equity (Details N
Stockholder’s Equity (Details Narrative) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | |
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Warrant exercise price | $ 0.01 | $ 11.50 | |
Public Warrants [Member] | IPO [Member] | |||
Class of Stock [Line Items] | |||
Warrants issued | 11,500,000 | ||
Private Placement Warrants [Member] | IPO [Member] | |||
Class of Stock [Line Items] | |||
Warrants issued | 5,500,000 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 57,500 | 57,500 | |
Common Stock, Shares, Outstanding | 57,500 | 57,500 | |
Temporary equity shares outstanding | 11,500,000 | 11,500,000 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 2,889,149 | 2,889,149 | |
Common Stock, Shares, Outstanding | 2,889,149 | 2,889,149 |