Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-41214 | |
Entity Registrant Name | Western Acquisition Ventures Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-3720717 | |
Entity Address, Address Line One | 42 Broadway, 12th Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10004 | |
City Area Code | 310 | |
Local Phone Number | 740-0710 | |
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 | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001868419 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 14,751,000 | |
Common Stock | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | WAVS | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | WAVSW | |
Security Exchange Name | NASDAQ | |
Units, each consisting of one share of Common Stock and one Warrant to acquire one share of Common Stock | ||
Title of 12(b) Security | Units, each consisting of one share of Common Stock and one Warrant to acquire one share of Common Stock | |
Trading Symbol | WAVSU | |
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
CURRENT ASSETS | |||
Cash | $ 475,809 | $ 3,913 | |
Prepaid expenses and other assets | 283,083 | ||
Total current assets | 758,892 | 3,913 | |
Prepaid expenses - non current | 85,471 | ||
Deferred offering costs | 0 | 323,116 | |
Investments held in Trust Account | 116,765,936 | ||
TOTAL ASSETS | 117,610,299 | 327,029 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 702,878 | 6,000 | |
Accrued offering costs | 225,000 | ||
Note payable - related party | 80,000 | ||
Income Tax Payable | 88,568 | ||
Franchise tax payable | 150,000 | 2,400 | |
Total current liabilities | 941,446 | 313,400 | |
Total liabilities | 941,446 | 313,400 | |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDERS' EQUITY | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Common stock; $0.0001 par value; 50,000,000 shares authorized; 3,251,000 shares issued and outstanding | [1] | 323 | 287 |
Additional paid-in capital | 1,605,560 | 24,713 | |
Accumulated deficit | (1,464,399) | (11,371) | |
Total stockholders' equity | 141,484 | 13,629 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 117,610,299 | $ 327,029 | |
Common stock subject to possible redemption | |||
CURRENT LIABILITIES | |||
Common stock subject to possible redemption, $0.0001 par value, 11,500,000 shares at redemption value of $10.13 per share. | $ 116,527,369 | ||
[1] Comprised of 2,875,000 Founder Shares and 376,000 shares of common stock included in the sale of the Private Placement Units |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock subject to possible redemption, redemption price per share | $ 10.10 | |
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 stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 3,251,000 | 3,251,000 |
Common stock, shares outstanding | 3,251,000 | 3,251,000 |
Private Placement | ||
Common stock, shares outstanding | 376,000 | 376,000 |
Founder Shares | ||
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Common stock subject to possible redemption | ||
Common stock subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares issued | 11,500,000 | 11,500,000 |
Common stock subject to possible redemption, shares outstanding | 11,500,000 | |
Common stock subject to possible redemption, redemption price per share | $ 10.13 | $ 10.13 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | ||
OPERATING EXPENSES | |||||
Professional fees and other expenses | $ (136,323) | $ (545) | $ (3,038) | $ (1,452,930) | |
Franchise tax | (54,257) | (150,096) | |||
Income Tax Expense | (88,568) | (88,568) | |||
LOSS FROM OPERATIONS | (279,148) | (545) | (3,038) | (1,691,594) | |
OTHER INCOME | |||||
Unrealized gain on marketable securities held in Trust Account | 516,298 | 615,937 | |||
TOTAL OTHER INCOME | 516,298 | 615,937 | |||
NET INCOME (LOSS) | 237,150 | (545) | (3,038) | (1,075,657) | |
Common stock subject to possible redemption | |||||
OTHER INCOME | |||||
NET INCOME (LOSS) | $ 184,884 | $ 0 | $ 0 | $ (829,848) | |
Basic weighted average shares outstanding | 11,500,000 | 0 | 0 | 10,910,256 | |
Diluted weighted average shares outstanding | 11,500,000 | 0 | 0 | 10,910,256 | |
Basic net income (loss) per share | $ 0.02 | $ 0 | $ 0 | $ (0.08) | |
Diluted net income (loss) per share | $ 0.02 | $ 0 | $ 0 | $ (0.08) | |
Common stock not subject to possible redemption | |||||
OTHER INCOME | |||||
NET INCOME (LOSS) | $ 52,266 | $ (545) | $ (3,038) | $ (245,809) | |
Basic weighted average shares outstanding | [1] | 3,251,000 | 2,500,000 | 2,500,000 | 3,231,718 |
Diluted weighted average shares outstanding | [1] | 3,251,000 | 2,500,000 | 2,500,000 | 3,231,718 |
Basic net income (loss) per share | $ 0.02 | $ 0 | $ 0 | $ (0.08) | |
Diluted net income (loss) per share | $ 0.02 | $ 0 | $ 0 | $ (0.08) | |
[1] Excludes 375,000 shares for the period April 28, 2021 (inception) through September 30, 2021 that were subject to forfeiture if the overallotment option was not exercised in full or in part by the underwriters (Note 5) |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) | Sep. 30, 2021 shares |
CONDENSED STATEMENTS OF OPERATIONS | |
Shares subject to forfeiture | 375,000 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at the beginning at Apr. 27, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Apr. 27, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock to Sponsor | $ 287 | 24,713 | 25,000 | |
Issuance of common stock to Sponsor (in shares) | 2,875,000 | |||
Net income (loss) | (2,493) | (2,493) | ||
Balance at the end at Jun. 30, 2021 | $ 287 | 24,713 | (2,493) | 22,507 |
Balance at the end (in shares) at Jun. 30, 2021 | 2,875,000 | |||
Balance at the beginning at Apr. 27, 2021 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Apr. 27, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (3,038) | |||
Balance at the end at Sep. 30, 2021 | $ 287 | 24,713 | (3,038) | 21,962 |
Balance at the end (in shares) at Sep. 30, 2021 | 2,875,000 | |||
Balance at the beginning at Jun. 30, 2021 | $ 287 | 24,713 | (2,493) | 22,507 |
Balance at the beginning (in shares) at Jun. 30, 2021 | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (545) | (545) | ||
Balance at the end at Sep. 30, 2021 | $ 287 | 24,713 | (3,038) | 21,962 |
Balance at the end (in shares) at Sep. 30, 2021 | 2,875,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 287 | 24,713 | (11,371) | 13,629 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of private placement units including over-allotment | $ 37 | 3,759,963 | 3,760,000 | |
Sale of private placement units including over-allotment (in shares) | 376,000 | |||
Proceeds allocated to public warrants, net of offering costs | 3,533,617 | 3,533,617 | ||
Accretion of Common Stock subject to possible redemption to redemption value | (5,712,733) | (5,712,733) | ||
Net income (loss) | (590,409) | (590,409) | ||
Balance at the end at Mar. 31, 2022 | $ 324 | 1,605,560 | (601,780) | 1,004,104 |
Balance at the end (in shares) at Mar. 31, 2022 | 3,251,000 | |||
Balance at the beginning at Dec. 31, 2021 | $ 287 | 24,713 | (11,371) | 13,629 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (1,075,657) | |||
Balance at the end at Sep. 30, 2022 | $ 324 | 1,605,560 | (1,464,399) | 141,484 |
Balance at the end (in shares) at Sep. 30, 2022 | 3,251,000 | |||
Balance at the beginning at Mar. 31, 2022 | $ 324 | 1,605,560 | (601,780) | 1,004,104 |
Balance at the beginning (in shares) at Mar. 31, 2022 | 3,251,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (722,400) | (722,400) | ||
Balance at the end at Jun. 30, 2022 | $ 324 | 1,605,560 | (1,324,180) | 281,704 |
Balance at the end (in shares) at Jun. 30, 2022 | 3,251,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Accretion of Common Stock subject to possible redemption to redemption value | (377,369) | (377,369) | ||
Net income (loss) | 237,150 | 237,150 | ||
Balance at the end at Sep. 30, 2022 | $ 324 | $ 1,605,560 | $ (1,464,399) | $ 141,484 |
Balance at the end (in shares) at Sep. 30, 2022 | 3,251,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 5 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,038) | $ (1,075,657) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized gain on marketable securities held in Trust Account | (615,937) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (368,554) | |
Accounts payable, accrued expenses and income tax payables | 1,600 | 785,444 |
Franchise tax payable | 147,600 | |
Net cash used in operating activities | (1,438) | (1,127,104) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash deposited to Trust Account | (116,150,000) | |
Net cash used in investing activities | (116,150,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from initial public offering, net of underwriters' discount | 25,000 | 114,500,000 |
Proceeds from private placement | 3,760,000 | |
Proceeds from notes payable - related party | 55,000 | |
Payment of Sponsor loan | (80,000) | |
Payment of offering costs | (67,125) | (431,000) |
Net cash provided by financing activities | 12,875 | 117,749,000 |
NET CHANGE IN CASH | 11,437 | 471,896 |
CASH, BEGINNING OF PERIOD | 3,913 | |
CASH, END OF PERIOD | 11,437 | 475,809 |
Supplemental disclosure of noncash activities: | ||
Deferred offering costs included in accrued offering costs | $ 230,000 | |
Accretion of common stock subject to possible redemption to redemption value | $ 6,090,102 |
Description of Organization and
Description of Organization and Business Operations and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization and Business Operations and Liquidity | |
Description of Organization and Business Operations and Liquidity | Note 1 – Description of Organization and Business Operations and Liquidity Western Acquisition Ventures Corp. (the “Company”) was incorporated in Delaware on April 28, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity from April 28, 2021 (inception) through September 30, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on January 11, 2022. On January 14, 2022, the Company consummated the IPO of 10,000,000 units (“Units”) with respect to the common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000. Each Unit consists of one share of common stock and one redeemable warrant (the "Public Warrants"). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 361,000 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Western Acquisition Ventures Sponsor LLC Simultaneously with the closing of the IPO and the sale of the Private Placement Units, the Company consummated the closing of the sale of 1,500,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $15,000,000. Simultaneously with the exercise of the overallotment option, the Company consummated the private placement of an additional 15,000 Private Placement Units to the Sponsor, generating gross proceeds of $150,000. As of September 30, 2022, offering costs for the IPO amounted to $1,029,116, consisting of $500,000 of underwriting fees and $529,116 of other costs. The Company will pay Alliance Global Partners (“A.G.P.”) a business combination marketing agreement fee in an amount equal to 4.5% of the gross proceeds of the IPO (an aggregate amount due to A.G.P of $5,175,000) if the Company is successful in completing a Business Combination from the amounts being held in the Trust Account (as defined below). If the Company is not successful in completing a Business Combination, A.G.P. will not be entitled to any of this fee (see Note 6). Following the closing of the IPO and Overallotment Units, $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. Substantially all of the net proceeds of the IPO and the sale of the Private Placement Units are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, 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. There is no assurance the Company will be able to successfully effect such a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata pro rata All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options.” The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) 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 (ii) 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 elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers, and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the 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 shares of common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by January 13, 2023, 12 months from the closing of the IPO, or up to 18 months if extended, (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 earned on the funds held in the Trust Account and not previously released to the Company to pay (a) its income and franchise taxes and (b) up to $100,000 of dissolution expenses, if any, 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 only way to extend our initial 12-month time available in the Combination Window for us to consummate our Business Combination in the absence of a definitive agreement is for our sponsor or its affiliates or designees, upon 5 days’ advance notice prior to the applicable deadline, to deposit into the Trust Account $1,150,000 ($0.10 per public share) for each 3-month extension, or prior to the date of the applicable deadline. Each extension requires approval by resolution of our Board, and our public stockholders will not be entitled to vote or redeem their shares in connection with such extension. There may be at most two three-month extensions for a maximum total extended Combination Window of 18 months. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, since the Initial Stockholders acquired Public Shares in the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. A.G.P. has agreed to waive its rights to its business combination marketing agreement fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share held in the Trust Account. 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. This liability will not apply with respect to any claims by a third party who has executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (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. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 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 of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. 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. 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. At this time, it has been determined that none of the IR Act tax provisions have an impact on the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company's tax provision in future periods. Liquidity and Capital Resources As of September 30, 2022, the Company had $475,809 in its operating bank accounts, and a working capital surplus of $56,014. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating, and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) 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 mandatory liquidation and subsequent dissolution described in Note 1, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until January 13, 2023, 12 months from the closing of the IPO, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by January 13, 2023, there will be a mandatory liquidation and subsequent dissolution. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto, included in the Form 10-K annual report filed by the Company with the SEC on March 31, 2022. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Start-ups Act of 2012 (the “JOBS Act”) which 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 an emerging growth 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 an 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 the 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. Actual results could differ 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 $475,809 in cash and did not have any cash equivalents as of September 30, 2022. Investments Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in mutual funds that invest in U.S Treasury Securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Common Stock subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of 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 features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on January 14, 2022, 11,500,000 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital. As of September 30, 2022, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,565,000) Issuance costs allocated to Public Shares (997,733) Plus: Accretion of carrying value to redemption value 6,090,102 Common stock subject to possible redemption as of September 30, 2022 $ 116,527,369 Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consist of direct costs incurred through the balance sheet date that were directly related to the IPO and that were charged to stockholders’ equity upon the completion of the IPO. As of September 30, 2022, the Company has zero deferred offering costs on the balance sheet, due to the IPO taking place in the first calendar quarter of the year ending December 31, 2022. As of December 31, 2021, the Company had a balance of $323,116 of deferred offering costs. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of September 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. 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,” equals or approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was -27.19% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and -8.97% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to the valuation allowance on the deferred tax assets. 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. There were no unrecognized tax benefits as of September 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended September 30, 2021 and for the period from April 28, 2021 (inception) to 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. Net Income/Loss per Common Stock Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares outstanding were reduced for the effect of an aggregate of 375,000 Founders Shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Since the over-allotment was exercised, no forfeiture happened. The 11,876,000 potential shares of common stock for outstanding Public Warrants and Private Placement Warrants (as defined in Note 4) to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended September 30, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted loss per share is the same as basic income or loss per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the nine months ended September 30, 2022 Common Common stock stock not subject to subject to possible possible Basic and diluted net loss per share: redemption redemption Numerator: Allocation of net loss $ (829,848) $ (245,809) Denominator: Basic and diluted weighted average shares outstanding 10,910,256 3,231,718 Basic and diluted net loss per ordinary share $ (0.08) $ (0.08) For the three months ended September 30, 2022 Common Common stock stock not subject to subject to possible possible Basic and diluted net income per share: redemption redemption Numerator: Allocation of net income $ 184,884 $ 52,266 Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,251,000 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 For the period April 28, 2021 (inception) through September 30, 2021 Common Common stock stock not subject to subject to possible possible Basic and diluted net loss per share: redemption redemption Allocation of net loss $ — $ (3,038) Denominator: Basic and diluted weighted average shares outstanding — 2,500,000 Basic and diluted net loss per ordinary share $ — $ (0.00) For the three months ended September 30, 2021 Common Common Stock stock not subject to subject to possible Possible Basic and diluted net loss per share: redemption redemption Numerator: Allocation of net loss $ — $ (545) Denominator: Basic and diluted weighted average shares outstanding — 2,500,000 Basic and diluted net loss per ordinary share $ — $ (0.00) Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Recent Accounting Pronouncements The Company’s 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 and Ove
Initial Public Offering and Over-Allotment | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering and Over-Allotment | |
Initial Public Offering and Over-Allotment | Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 11,500,000 Units (including 1,500,000 Overallotment Units) at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one Public Warrant. Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement Units
Private Placement Units | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Units | |
Private Placement Units | Note 4 — Private Placement Units On January 14, 2022, simultaneously with the consummation of the IPO and sale of the Overallotment Units, the Company consummated the issuance and sale of 376,000 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,760,000. Each Private Placement Unit consists of one share of common stock and one warrant (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement 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 Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and any underlying securities will become worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On June 9, 2021, the Sponsor acquired 4,312,500 shares of common stock of the Company (the “Founder Shares”) for an aggregate purchase price of $25,000. On June 16, 2021, the Sponsor transferred 1,207,500 of the Founder Shares to an affiliate of A.G.P. for $7,000. On November 22, 2021, the Company effected a 2 for 3 reverse stock split of its common stock, and A.G.P. sold back to the Sponsor 55,000 Founder Shares for $478, such that the Sponsor owns an aggregate of 2,125,000 Founder Shares, and A.G.P. owns 750,000 Founder Shares. Up to 375,000 Founder Shares (including the Founder Shares transferred to an affiliate of A.G.P.) were subject to forfeiture by the subscribers in case the underwriters did not fully exercise their over-allotment option. Since the underwriters exercised the overallotment option in full on January 14, 2022, none of the Founder Shares are subject to forfeiture any longer. The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the 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 150 days Promissory Note – Related Party On June 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was amended to become payable on the earlier of the IPO or September 30, 2022. The Note was non-interest bearing and became payable on the consummation of the IPO (January 14, 2022). On December 31, 2021, the balance outstanding on the Note was $80,000 which was subsequently repaid on January 14, 2022 in full. Related Party Loans In order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. As of September 30, 2022 and December 31, 2021, there were no Working Capital Loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement that was signed on the date of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On January 14, 2022, the underwriters fully exercised their over-allotment option and purchased 1,500,000 Units at $10.00 per Unit. The underwriters were paid an underwriting fee of $500,000 at the closing of the IPO. As an additional underwriting fee, on June 16, 2021, the Sponsor transferred 1,207,500 of the Founder Shares to an affiliate of A.G.P. for $7,000. On November 22, 2021, the Company effected a 2 for 3 reverse stock split of its common stock, and A.G.P. sold back to the Sponsor 55,000 Founder Shares for $478, such that A.G.P. owns 750,000 Founder Shares. Business Combination Marketing Agreement The Company has engaged A.G.P. as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholders’ approval for a Business Combination, and assist the Company with its press releases and public filings in connection with a Business Combination. The Company will pay A.G.P. a fee for such marketing services upon the consummation of a Business Combination in an amount equal to 4.5% of the gross proceeds of the IPO, or $5,175,000 in the aggregate (exclusive of any applicable finders’ fees that might become payable). |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Common Stock Preferred Stock Public Warrants The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the Public Warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable on exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire and become worthless. In addition, if (a) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (c) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities. Private Placement Warrants — On May 2, 2022, the Company issued a press release, announcing that separate trading of shares of the Common Stock and Warrants comprising the Units has commenced. Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “WAVSU.” The Common Stock and Warrants will separately trade on Nasdaq under the symbols “WAVS” and “WAVSW,” respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
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 and determined that there have been no events that have occurred that would require adjustments to or disclosures in these financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto, included in the Form 10-K annual report filed by the Company with the SEC on March 31, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Start-ups Act of 2012 (the “JOBS Act”) which 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 an emerging growth 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 an 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 the 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. Actual results could differ 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 $475,809 in cash and did not have any cash equivalents as of September 30, 2022. |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in mutual funds that invest in U.S Treasury Securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Common Stock subject to Possible Redemption | Common Stock subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of 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 features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on January 14, 2022, 11,500,000 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital. As of September 30, 2022, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,565,000) Issuance costs allocated to Public Shares (997,733) Plus: Accretion of carrying value to redemption value 6,090,102 Common stock subject to possible redemption as of September 30, 2022 $ 116,527,369 |
Deferred Offering Costs Associated with the Initial Public Offering | Deferred Offering Costs Associated with the Initial Public Offering Deferred offering costs consist of direct costs incurred through the balance sheet date that were directly related to the IPO and that were charged to stockholders’ equity upon the completion of the IPO. As of September 30, 2022, the Company has zero deferred offering costs on the balance sheet, due to the IPO taking place in the first calendar quarter of the year ending December 31, 2022. As of December 31, 2021, the Company had a balance of $323,116 of deferred offering costs. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of September 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
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,” equals or approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was -27.19% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and -8.97% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to the valuation allowance on the deferred tax assets. 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. There were no unrecognized tax benefits as of September 30, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three months ended September 30, 2021 and for the period from April 28, 2021 (inception) to 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. |
Net Income/Loss per Common Stock Share | Net Income/Loss per Common Stock Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares outstanding were reduced for the effect of an aggregate of 375,000 Founders Shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Since the over-allotment was exercised, no forfeiture happened. The 11,876,000 potential shares of common stock for outstanding Public Warrants and Private Placement Warrants (as defined in Note 4) to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended September 30, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted loss per share is the same as basic income or loss per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the nine months ended September 30, 2022 Common Common stock stock not subject to subject to possible possible Basic and diluted net loss per share: redemption redemption Numerator: Allocation of net loss $ (829,848) $ (245,809) Denominator: Basic and diluted weighted average shares outstanding 10,910,256 3,231,718 Basic and diluted net loss per ordinary share $ (0.08) $ (0.08) For the three months ended September 30, 2022 Common Common stock stock not subject to subject to possible possible Basic and diluted net income per share: redemption redemption Numerator: Allocation of net income $ 184,884 $ 52,266 Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,251,000 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 For the period April 28, 2021 (inception) through September 30, 2021 Common Common stock stock not subject to subject to possible possible Basic and diluted net loss per share: redemption redemption Allocation of net loss $ — $ (3,038) Denominator: Basic and diluted weighted average shares outstanding — 2,500,000 Basic and diluted net loss per ordinary share $ — $ (0.00) For the three months ended September 30, 2021 Common Common Stock stock not subject to subject to possible Possible Basic and diluted net loss per share: redemption redemption Numerator: Allocation of net loss $ — $ (545) Denominator: Basic and diluted weighted average shares outstanding — 2,500,000 Basic and diluted net loss per ordinary share $ — $ (0.00) |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of common stock subject to possible redemption reflected on balance sheet | Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,565,000) Issuance costs allocated to Public Shares (997,733) Plus: Accretion of carrying value to redemption value 6,090,102 Common stock subject to possible redemption as of September 30, 2022 $ 116,527,369 |
Summary of calculation of basic and diluted net income (loss) per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the nine months ended September 30, 2022 Common Common stock stock not subject to subject to possible possible Basic and diluted net loss per share: redemption redemption Numerator: Allocation of net loss $ (829,848) $ (245,809) Denominator: Basic and diluted weighted average shares outstanding 10,910,256 3,231,718 Basic and diluted net loss per ordinary share $ (0.08) $ (0.08) For the three months ended September 30, 2022 Common Common stock stock not subject to subject to possible possible Basic and diluted net income per share: redemption redemption Numerator: Allocation of net income $ 184,884 $ 52,266 Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,251,000 Basic and diluted net income per ordinary share $ 0.02 $ 0.02 For the period April 28, 2021 (inception) through September 30, 2021 Common Common stock stock not subject to subject to possible possible Basic and diluted net loss per share: redemption redemption Allocation of net loss $ — $ (3,038) Denominator: Basic and diluted weighted average shares outstanding — 2,500,000 Basic and diluted net loss per ordinary share $ — $ (0.00) For the three months ended September 30, 2021 Common Common Stock stock not subject to subject to possible Possible Basic and diluted net loss per share: redemption redemption Numerator: Allocation of net loss $ — $ (545) Denominator: Basic and diluted weighted average shares outstanding — 2,500,000 Basic and diluted net loss per ordinary share $ — $ (0.00) |
Description of Organization a_2
Description of Organization and Business Operations and Liquidity (Details) | 5 Months Ended | 9 Months Ended | |
Jan. 14, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) M D $ / shares shares | |
Description of Organization and Business Operations and Liquidity | |||
Number of units issued | shares | 11,500,000 | ||
Unit price | $ / shares | $ 10.10 | ||
Proceeds from issuance of units | $ 116,150,000 | ||
Proceeds from stock issuance | $ 25,000 | $ 114,500,000 | |
Percentage of assets held in trust required | 80% | ||
Percentage of post transaction ownership required | 50% | ||
Common stock subject to possible redemption, redemption price per share | $ / shares | $ 10.10 | ||
Minimum amount of net intangible assets | $ 5,000,001 | ||
Percentage of shares subject to lockup provision | 15% | ||
Percentage of commitment redemption | 100% | ||
Number of threshold days from closing of IPO | M | 12 | ||
Number of threshold extended days from closing of IPO | M | 18 | ||
Number of days from closing of IPO for shares redemption | D | 10 | ||
Maximum amount of dissolution expenses | $ 100,000 | ||
Number of days of advance notice required for extending days | D | 5 | ||
Threshold deposits | $ 1,150,000 | ||
Public share price | $ / shares | $ 0.10 | ||
Number of months of each extension for extending days | M | 3 | ||
Number of extensions of extension period | shares | 3 | ||
Share price per share | $ / shares | $ 10.10 | ||
Bank balance | $ 475,809 | ||
Working capital deficit | 56,014 | ||
IPO | |||
Description of Organization and Business Operations and Liquidity | |||
Number of units issued | shares | 10,000,000 | ||
Unit price | $ / shares | $ 10 | ||
Proceeds from issuance of units | $ 100,000,000 | ||
Aggregate offering cost | 1,029,116 | ||
Underwriters fees | 500,000 | ||
Other offering cost | $ 529,116 | ||
Percentage of marketing agreement fees payable | 4.50% | ||
Proceeds from stock issuance | $ 5,175,000 | ||
Number of shares in a unit | shares | 1 | ||
Number of warrants in a unit | shares | 1 | ||
Number of shares issuable per warrant (in shares) | shares | 1 | ||
Exercise price of warrant | $ / shares | $ 11.50 | ||
Over-allotment Units | |||
Description of Organization and Business Operations and Liquidity | |||
Number of units issued | shares | 1,500,000 | 1,500,000 | |
Unit price | $ / shares | $ 10 | ||
Proceeds from issuance of units | $ 15,000,000 | ||
Private Placement | |||
Description of Organization and Business Operations and Liquidity | |||
Number of units issued | shares | 361,000 | ||
Unit price | $ / shares | $ 10 | ||
Proceeds from issuance of units | $ 3,610,000 | ||
Number of shares in a unit | shares | 1 | ||
Number of warrants in a unit | shares | 1 | ||
Exercise price of warrant | $ / shares | $ 11.50 | ||
Private Placement | Western Acquisition Ventures Sponsor LLC | |||
Description of Organization and Business Operations and Liquidity | |||
Number of units issued | shares | 15,000 | ||
Proceeds from issuance of units | $ 150,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 14, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | ||||||
Cash | $ 475,809 | $ 475,809 | ||||
Common stock subject to possible redemption, shares outstanding | 11,500,000 | |||||
Deferred offering costs | $ 0 | $ 0 | $ 323,116 | |||
Effective tax rate | (27.19%) | 0% | (8.97%) | 0% | ||
Statutory tax rate | 21% | 21% | 21% | 21% | ||
Unrecognized tax benefits | $ 0 | $ 0 | ||||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | ||||
Federal depositary insurance coverage | $ 250,000 | $ 250,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Common stock subject to possible redemption reflected on the balance sheet (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 14, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
Gross proceeds | $ 116,150,000 | |||
Plus: | ||||
Accretion of carrying value to redemption value | $ 377,369 | $ 5,712,733 | ||
Shares subject to possible redemption | 11,500,000 | |||
Common stock subject to possible redemption | ||||
Gross proceeds | $ 115,000,000 | |||
Less: | ||||
Proceeds allocated to Public Warrants | (3,565,000) | |||
Issuance costs allocated to Public Shares | (997,733) | |||
Plus: | ||||
Accretion of carrying value to redemption value | 6,090,102 | |||
Common stock subject to possible redemption | $ 116,527,369 | $ 116,527,369 | ||
Shares subject to possible redemption | 11,500,000 | 11,500,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reconciliation of net loss per ordinary shares (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||||
Jun. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | ||
Numerator: | ||||||||
Allocation of net income (loss) | $ (2,493) | $ 237,150 | $ (722,400) | $ (590,409) | $ (545) | $ (3,038) | $ (1,075,657) | |
Shares excluded from calculation of diluted loss per share | 11,876,000 | |||||||
Founder Shares | ||||||||
Numerator: | ||||||||
Weighted average number of shares, common stock subject to repurchase or cancellation | 375,000 | |||||||
Common stock subject to possible redemption | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ 184,884 | $ 0 | $ 0 | $ (829,848) | ||||
Basic weighted average shares outstanding | 11,500,000 | 0 | 0 | 10,910,256 | ||||
Diluted weighted average shares outstanding | 11,500,000 | 0 | 0 | 10,910,256 | ||||
Basic net loss per ordinary share | $ 0.02 | $ 0 | $ 0 | $ (0.08) | ||||
Diluted net loss per ordinary share | $ 0.02 | $ 0 | $ 0 | $ (0.08) | ||||
Common stock not subject to possible redemption | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ 52,266 | $ (545) | $ (3,038) | $ (245,809) | ||||
Basic weighted average shares outstanding | [1] | 3,251,000 | 2,500,000 | 2,500,000 | 3,231,718 | |||
Diluted weighted average shares outstanding | [1] | 3,251,000 | 2,500,000 | 2,500,000 | 3,231,718 | |||
Basic net loss per ordinary share | $ 0.02 | $ 0 | $ 0 | $ (0.08) | ||||
Diluted net loss per ordinary share | $ 0.02 | $ 0 | $ 0 | $ (0.08) | ||||
[1] Excludes 375,000 shares for the period April 28, 2021 (inception) through September 30, 2021 that were subject to forfeiture if the overallotment option was not exercised in full or in part by the underwriters (Note 5) |
Initial Public Offering and O_2
Initial Public Offering and Over-Allotment (Details) - $ / shares | 9 Months Ended | |
Jan. 14, 2022 | Sep. 30, 2022 | |
Initial Public Offering and Over-Allotment | ||
Number of units issued | 11,500,000 | |
Price per share | $ 10.10 | |
IPO | ||
Initial Public Offering and Over-Allotment | ||
Number of units issued | 10,000,000 | |
Price per share | $ 10 | |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 1 | |
Number of shares issuable per warrant (in shares) | 1 | |
Exercise price of warrant | $ 11.50 | |
Over-allotment Units | ||
Initial Public Offering and Over-Allotment | ||
Number of units issued | 1,500,000 | 1,500,000 |
Price per share | $ 10 |
Private Placement Units (Detail
Private Placement Units (Details) - USD ($) | 9 Months Ended | |
Jan. 14, 2022 | Sep. 30, 2022 | |
Private Placement Units | ||
Proceeds from private placement | $ 3,760,000 | |
Private Placement | ||
Private Placement Units | ||
Exercise price of warrant | $ 11.50 | |
Number of shares issued | 376,000 | |
Price per share | $ 10 | |
Proceeds from private placement | $ 3,760,000 | |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) | 2 Months Ended | 9 Months Ended | ||||
Nov. 22, 2021 USD ($) shares | Jun. 16, 2021 USD ($) shares | Jun. 09, 2021 USD ($) shares | Jun. 30, 2021 USD ($) | Sep. 30, 2022 $ / shares shares | Sep. 30, 2021 shares | |
Related Party Transactions | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Stock split, conversion ratio | 2 | 2 | ||||
Shares subject to forfeiture | 375,000 | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder Shares | ||||||
Related Party Transactions | ||||||
Aggregate number of shares owned | 2,125,000 | |||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Founder Shares | Sponsor | ||||||
Related Party Transactions | ||||||
Number of shares issued | 55,000 | 4,312,500 | 500,000 | |||
Aggregate purchase price | $ | $ 478 | $ 25,000 | ||||
Founder Shares | Alliance Global Partners | ||||||
Related Party Transactions | ||||||
Number of shares transferred | 1,207,500 | |||||
Value of shares transferred | $ | $ 7,000 | |||||
Aggregate number of shares owned | 750,000 | |||||
Shares subject to forfeiture | 375,000 |
Related Party Transactions - Re
Related Party Transactions - Related Party (Details) - USD ($) | 9 Months Ended | ||
Jun. 09, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions | |||
Notes payable, related parties, current | $ 80,000 | ||
Related Party Loans | |||
Related Party Transactions | |||
Maximum borrowing capacity of related party promissory note | $ 1,500,000 | ||
Conversion price per share | $ 10 | ||
Loan outstanding amount | $ 0 | 0 | |
Promissory Note With Related Party | |||
Related Party Transactions | |||
Notes payable, related parties, current | $ 80,000 | ||
Promissory Note With Related Party | Sponsor | |||
Related Party Transactions | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Underwriting Agreement (Details) | 2 Months Ended | 9 Months Ended | ||||
Jan. 14, 2022 $ / shares shares | Nov. 22, 2021 USD ($) shares | Jun. 16, 2021 USD ($) shares | Jun. 09, 2021 USD ($) shares | Jun. 30, 2021 USD ($) | Sep. 30, 2022 shares | |
Commitments and Contingencies | ||||||
Underwriters option period | 45 days | |||||
Number of units issued | 11,500,000 | |||||
Unit Price | $ / shares | $ 10.10 | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 2 | 2 | ||||
Aggregate purchase price | $ | $ 25,000 | |||||
Founder Shares | ||||||
Commitments and Contingencies | ||||||
Aggregate number of shares owned | 2,125,000 | |||||
Founder Shares | Sponsor | ||||||
Commitments and Contingencies | ||||||
Number of shares issued | 55,000 | 4,312,500 | 500,000 | |||
Aggregate purchase price | $ | $ 478 | $ 25,000 | ||||
Founder Shares | Alliance Global Partners | ||||||
Commitments and Contingencies | ||||||
Number of shares transferred | 1,207,500 | |||||
Value of shares transferred | $ | $ 7,000 | |||||
Aggregate number of shares owned | 750,000 | |||||
Over-allotment Units | ||||||
Commitments and Contingencies | ||||||
Number of units issued | 1,500,000 | 1,500,000 | ||||
Unit Price | $ / shares | $ 10 |
Commitments and Contingencies_2
Commitments and Contingencies - Business Combination Marketing Agreement (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Commitments and Contingencies | |
Proceeds from Issuance or Sale of Equity | $ 5,175,000 |
Percentage of original principal , amortization | 4.50% |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - $ / shares | Sep. 30, 2022 | Jan. 14, 2022 | Dec. 31, 2021 |
Stockholders Equity | |||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common shares, shares outstanding (in shares) | 3,251,000 | 3,251,000 | |
Shares subject to possible redemption | 11,500,000 | ||
Founder Shares | |||
Stockholders Equity | |||
Common shares, shares outstanding (in shares) | 2,875,000 | 2,875,000 | |
Over-allotment Units | |||
Stockholders Equity | |||
Common shares, shares outstanding (in shares) | 375,000 | ||
Private placement units | |||
Stockholders Equity | |||
Common shares, shares outstanding (in shares) | 376,000 | ||
Common stock subject to possible redemption | |||
Stockholders Equity | |||
Shares subject to possible redemption | 11,500,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders' Equity - Public W
Stockholders' Equity - Public Warrants and Private Placement Warrants (Details) | 9 Months Ended | |
Sep. 30, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 shares | |
Public Warrants | ||
Warrants | ||
Warrants outstanding | shares | 11,500,000 | 0 |
Public warrants exercisable term after the completion of a business combination | 30 days | |
Public warrants exercisable term from the closing of the initial public offering | 12 months | |
Warrants expire term | 5 years | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Threshold issue price for capital raising purposes in connection with the closing of a business combination | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60% | |
Threshold trading days for calculating market value | $ | 20 | |
Percentage of adjustment of two of redemption price of stock based on market value and newly issued price | 115% | |
Private Placement Warrants | ||
Warrants | ||
Warrants outstanding | shares | 376,000 | 0 |