Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | ARISZ ACQUISITION CORP. | |
Trading Symbol | ARIZ | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 8,901,389 | |
Amendment Flag | false | |
Entity Central Index Key | 0001882078 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41078 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1807866 | |
Entity Address, Address Line One | C/O MSQ Ventures | |
Entity Address, Address Line Two | 12 E 49th St | |
Entity Address, Address Line Three | 17th floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 212 | |
Local Phone Number | 845-9945 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Current assets: | ||
Cash | $ 220,545 | $ 75,000 |
Deferred offering costs | 75,000 | |
Prepaid expenses | 42,090 | |
Total current assets | 262,635 | 150,000 |
Investments held in Trust Account | 69,051,429 | |
Total Assets | 69,314,064 | 150,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 71,500 | 20,490 |
Franchise tax payable | 35,100 | |
Promissory note – related party | 105,000 | |
Total current liabilities | 106,600 | 125,490 |
Deferred underwriting fee payable | 2,587,500 | |
Total Liabilities | 2,694,100 | 125,490 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 6,900,000 shares at conversion value of $10.00 per share | 69,000,000 | |
Stockholders’ Equity (Deficit) | ||
Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 6,900,000 shares subject to possible redemption) issued and outstanding at June 30, 2022 and 1,725,000 issued and outstanding at September 30, 2021 | 200 | 173 |
Additional paid-in capital | 24,827 | |
Accumulated deficit | (2,380,236) | (490) |
Total Stockholders’ Equity (Deficit) | (2,380,036) | 24,510 |
Total Liabilities, Temporary Equity, and Stockholders’ Equity (Deficit) | $ 69,314,064 | $ 150,000 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, shares | 6,900,000 | 6,900,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 2,001,389 | 1,725,000 |
Common stock, shares outstanding | 2,001,389 | 1,725,000 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
General and administrative expenses | $ 98,763 | $ 394,578 |
Franchise tax expenses | 11,700 | 87,500 |
Loss from Operations | (110,463) | (482,078) |
Other income: | ||
Interest earned on investment held in Trust Account | 44,188 | 51,429 |
Loss before income taxes | (66,275) | (430,649) |
Income taxes provision | ||
Net loss | $ (66,275) | $ (430,649) |
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption (in Shares) | 6,900,000 | 5,553,846 |
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share) | $ 0.45 | $ 0.6 |
Basic and diluted weighted average shares outstanding, common stock attributable to Arisz Acquisition Corp. (in Shares) | 2,001,389 | 1,947,566 |
Basic and diluted net loss per share, common stock attributable to Arisz Acquisition Corp. (in Dollars per share) | $ (1.6) | $ (1.94) |
Unaudited Condensed Statement_2
Unaudited Condensed Statement of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | 6,900,000 | 5,553,846 |
Basic and diluted net income per share, common stock subject to possible redemption | $ 0.45 | $ 0.60 |
Basic and diluted weighted average shares outstanding, common stock attributable to Arisz Acquisition Corp. | 2,001,389 | 1,947,566 |
Basic and diluted net loss per share, common stock attributable to Arisz Acquisition Corp. | $ (1.60) | $ (1.94) |
Unaudited Condensed Statement_3
Unaudited Condensed Statement of Changes in Stockholders’ Deficit - USD ($) | Common stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at Sep. 30, 2021 | $ 172 | $ 24,828 | $ (490) | $ 21,510 |
Balance (in Shares) at Sep. 30, 2021 | 1,725,000 | |||
Sale of public units in initial public offering | $ 690 | 68,999,310 | 69,000,000 | |
Sale of public units in initial public offering (in Shares) | 6,900,000 | |||
Sale of private placement units | $ 28 | 2,763,858 | 2,763,886 | |
Sale of private placement units (in Shares) | 276,389 | |||
Sale of unit purchase option to underwriter | 100 | 100 | ||
Underwriter commissions | (4,312,500) | (4,312,500) | ||
Offering costs | (425,383) | (425,383) | ||
Reclassification of common stock subject to redemption | $ (690) | (59,614,295) | (59,614,985) | |
Reclassification of common stock subject to redemption (in Shares) | (6,900,000) | |||
Allocation of offering costs to common stock subject to redemption | 4,760,749 | 4,760,749 | ||
Accretion of common stock to redemption value | (12,196,667) | (1,949,097) | (14,145,764) | |
Net loss | (430,649) | (430,649) | ||
Balance at Jun. 30, 2022 | $ 200 | (2,380,236) | (2,380,036) | |
Balance (in Shares) at Jun. 30, 2022 | 2,001,389 | |||
Balance at Mar. 31, 2022 | $ 200 | (2,313,961) | (2,313,761) | |
Balance (in Shares) at Mar. 31, 2022 | 2,001,389 | |||
Net loss | (66,275) | (66,275) | ||
Balance at Jun. 30, 2022 | $ 200 | $ (2,380,236) | $ (2,380,036) | |
Balance (in Shares) at Jun. 30, 2022 | 2,001,389 |
Unaudited Condensed Statement_4
Unaudited Condensed Statement of Cash Flows | 9 Months Ended |
Jun. 30, 2022 USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (430,649) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on investment held in Trust Account | (51,429) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (42,090) |
Accrued expense | 51,010 |
Franchise tax payable | 35,100 |
Net cash used in operating activities | (438,058) |
Cash Flows from Investing Activities: | |
Purchase of investment held in trust account | (69,000,000) |
Net cash used in investing activities | (69,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of public units through public offering | 69,000,000 |
Proceeds from sale of private placement units | 2,763,886 |
Payment of underwriters’ commissions | (1,725,000) |
Payment of offering costs | (350,383) |
Proceeds from sale of unit purchase option | 100 |
Repayment on promissory note to related party | (105,000) |
Net cash provided in financing activities | 69,583,603 |
Net Change in Cash | 145,545 |
Cash at beginning of period | 75,000 |
Cash at end of period | 220,545 |
Supplemental Disclosure of Non-cash Financing Activities | |
Deferred underwriters’ commissions | 2,587,500 |
Initial classification of common stock subject to redemption | 59,614,985 |
Allocation of offering costs to common stock subject to redemption | 4,760,749 |
Accretion of common stock to redemption value | $ 14,145,764 |
Organization and Business Opera
Organization and Business Operation | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Organization and Business Operation | Note 1 — Organization and Business Operation Arisz Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on July 21, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company has not identified any specific business combination, nor has anyone on the Company’s behalf initiated or engaged in any substantive discussions, formal or otherwise, related to such a transaction. The Company has selected September 30 as its fiscal year end. As of June 30, 2022, the Company had not commenced any operations. For the period from July 21, 2021 (inception) through June 30, 2022, the Company’s efforts have been limited to organizational activities as well as activities related to the Initial Public Offering (“IPO” as defined below in Note 3). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company’s sponsor is Arisz Investments LLC (the “Sponsor”), a Delaware limited liability company affiliated with the Company’s Chairman and Chief Executive Officer. On January 21, 2022, Arisz entered into a merger agreement with Finfront Holding Company, a Cayman Islands exempted company (the “Company”), pursuant to which (a) Arisz agreed to form BitFuFu Inc., a Cayman Islands exempted company, as its wholly owned subsidiary (“Purchaser” or “PubCo”), (b) Purchaser would form Boundary Holding Company, a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger Sub”), (c) Arisz will be merged with and into Purchaser (the “Redomestication Merger”), with Purchaser surviving the Redomestication Merger, and (d) Merger Sub will be merged with and into the Company (the “Acquisition Merger”), with the Company surviving the Acquisition Merger as a direct, wholly owned subsidiary of Purchaser (collectively, the “Business Combination”). Following the Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States. On April 4, 2022, each of Arisz and the Company entered into that certain Amendment to the Merger Agreement pursuant to which, among other things, the parties clarified certain Cayman Island corporate law matters by mutual agreement. On July 14, 2022, each of Arisz , the Company, the Purchaser and Arisz’s Sponsor (along with any assignee of Arisz’s Sponsor, the “Buyer”) entered into a backstop agreement (the “Backstop Agreement”) whereby, in connection with the Business Combination, the Buyer has agreed to subscribe for and purchase no less than US$1.25 million worth of shares of Arisz common stock par value $0.0001 per share or Purchaser’s Class A ordinary shares. Financing The registration statement for the Company’s IPO became effective on November 17, 2021. On November 22, 2021 the Company consummated the IPO of 6,000,000 units (which does not include the exercise of the over-allotment option by the underwriters in the IPO) at an offering price of $10.00 per unit (the “Public Units’), generating gross proceeds of $60,000,000. Simultaneously with the IPO, the Company sold to its Sponsor and Chardan Capital Markets LLC (“Chardan”) (and/or their designees) 253,889 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,538,886, which is described in Note 4. Concurrently, the Company repaid $105,000 to the Sponsor, under related party loan evidenced by promissory note issued on August 5, 2021. The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any. On November 24, 2021, the underwriters fully exercised the over-allotment option and purchased 900,000 units (the “Over-allotment Units”) at a price of $10.00 per Unit, generating gross proceeds of $9,000,000. Upon the closing of the Over-allotment on November 24, 2021, the Company consummated the sale of additional 22,500 Private Units (the “Additional Private Units”) with the Sponsor and Chardan at a price of $10.00 per Private Unit, generating total proceeds of $225,000. Transaction costs amounted to $5,587,733, consisting of $1,725,000 of underwriting fees, $2,587,500 of deferred underwriting fees (payable only upon completion of a Business Combination) and $1,275,233 of other offering costs. Trust Account Upon closing of the IPO, the Private Units, the sale of the Over-allotment Units and the sale of the Additional Private Units, a total of $69,000,000 ($10.00 per Unit) was placed in a U.S.-based trust account (the “Trust Account”) with Continental Stock Transfer& Trust acting as trustee and can be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial Business Combination and the liquidation due to the Company’s failure to complete a Business Combination within the applicable period of time. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. In addition, interest income earned on the funds in the Trust account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account. Business Combination Pursuant to NASDAQ listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any taxes payable on the income earned on the Trust account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on NASDAQ, it will not be required to satisfy the 80% test. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Insider Shares (as defined in Note 5) (the “Initial Stockholders”) and Chardan have agreed (a) to vote their Insider Shares, Private Shares (as defined in Note 4), and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders and Chardan have agreed (a) to waive their redemption rights with respect to the Insider Shares, Private Shares, Underwriter Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until 12 months (or up to 18 months if the time to complete a business combination is extended as described herein) from the closing of the IPO to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate initial business combination within 12 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 18 months to complete a business combination) (the “Combination Period”). Liquidation If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and Chardan have agreed to waive their liquidation rights with respect to the Insider Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or underwriters acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Going Concern Consideration As of June 30, 2022, cash of $220,545 were held outside of the Trust Account. Until consummation of the Business Combination, we intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company’s business plan is dependent on the completion of a Business Combination within the Combination Period. If the Company is unable to compete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending September 30, 2022 or any future period. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 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 In preparing these unaudited condensed financial statements in conformity with U.S. GAAP, the Company’s management makes 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 and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022. Investments held in Trust Account At June 30, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with 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 on the accompanying unaudited condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs $5,587,733 consisting primarily of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO. 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 Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they 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 stock 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, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2022, shares of common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. 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 and money market funds held in the Trust Account. The Company has not experienced losses on this account 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 ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The unaudited condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following: Three Nine June 30, June 30, Net Loss $ (66,275 ) $ (430,649 ) Accretion of common stock to redemption value (14,145,764 ) (14,145,764 ) Net loss including accretion of common stock to redemption value $ (14,212,039 ) $ (14,576,413 ) Three months ended Redeemable Non-redeemable Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of common stock $ (11,016,604 ) $ (3,195,435 ) Accretion of common stock to redemption value 14,145,764 — Allocation of net income (loss) $ 3,129,160 $ (3,195,435 ) Denominators: Weighted-average shares outstanding 6,900,000 2,001,389 Basic and diluted net income/(loss) per share $ 0.45 $ (1.60 ) Nine months ended Redeemable Non-redeemable Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of common stock $ (10,791,989 ) $ (3,784,424 ) Accretion of common stock to redemption value 14,145,764 — Allocation of net income (loss) $ 3,353,775 $ (3,784,424 ) Denominators: Weighted-average shares outstanding 5,553,846 1,947,566 Basic and diluted net income/(loss) per share $ 0.60 $ (1.94 ) Income Taxes The Company accounts for income taxes under 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 period, 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 June 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period ended June 30, 2022. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Jun. 30, 2022 | |
Proposed Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO on November 22, 2021, the Company sold 6,000,000 Units at $10.00 per Public Unit, generating gross proceeds of $60,000,000. The Company granted the underwriters a 45-day option to purchase up to 900,000 additional Units to cover over-allotments, if any. On November 24, 2021, the underwriters fully exercised the over-allotment option and purchased 900,000 units at a price of $10.00 per Unit, generating gross proceeds of $9,000,000. Each Public Unit consists of one share of common stock (“Public Share”), one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right will convert into one-twentieth (1/20) of one share of common stock upon the consummation of a Business Combination. Each whole Public Warrant entitles the holder to purchase three-fourths (3/4) of one share of common stock at a price of $11.50 per whole share, subject to adjustment. The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. All of the 6,900,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of November 24, 2021, the shares of common stock reflected on the balance sheet are reconciled in the following table. As of Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (6,658,288 ) Proceeds allocated to Public Rights (2,726,727 ) Offering costs of Public Shares (4,760,749 ) Plus: Accretion of carrying value to redemption value 14,145,764 Class A Common stock subject to possible redemption $ 69,000,000 |
Private Placement
Private Placement | 9 Months Ended |
Jun. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and Chardan (and/or their designees) purchased an aggregate of 253,889 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,538,886 in a private placement. Upon the closing of the Over-allotment on November 24, 2021, the Company consummated the sale of additional 22,500 Private Units with the Sponsor and Chardan at a price of $10.00 per Private Unit, generating total proceeds of $225,000. The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Insider Shares On August 5, 2021, the Company issued 1,437,500 shares of common stock to the Initial Stockholders (the “Insider Shares”) for an aggregated consideration of $25,000. On October 29, 2021, the Company effected a 1.2-for-1.0 stock split of common stock, resulting in the Sponsor holding an aggregate of 1,725,000 Insider Shares, for approximately $0.014 per share, of which, up to 225,000 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters’ over-allotment is not exercised in full, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the IPO. As the over-allotment option was fully exercised on September 24, 2021, no portion of the Insider Shares are subject to forfeiture. The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On August 5, 2021, the Sponsor agreed to loan the Company up to an aggregate amount of $300,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the earlier of March 31, 2022 or the closing the IPO. Concurrently with the IPO, the Company repaid the outstanding balance of $105,000 to the Sponsor. Administrative Services Agreement The Company entered into an administrative services agreement with the Sponsor pursuant to which the Company pays a total of $10,000 per month for office space, administrative and support services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of the initial Business Combination. For the three months and nine months ended June 30, 2022, the Company incurred $30,000 and $70,000, respectively, in fees for these services, of which $70,000 and none are included in accounts payable and accrued expenses in the accompanying condensed unaudited balance sheets June 30, 2022 and September 30, 2021, respectively. |
Commitments and Contingencies R
Commitments and Contingencies Risks and Uncertainties | 9 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Risks and Uncertainties | Note 6 — Commitments and Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company, there has not been a significant impact as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the future outcome of this uncertainty. Registration Rights The holders of the insider shares, the private units, securities underlying the Unit Purchase Option and any units that may be issued upon conversion of working capital loans or extension loans (and any securities underlying the private units or units issued upon conversion of the working capital loans or extension loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Furthermore, notwithstanding the foregoing, pursuant to FINRA Rule 5110 the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus forms a part and may not exercise their demand rights on more than one occasion. Right of First Refusal The Company has granted Chardan for a period of 24 months after the date of the consummation of the Company’s Business Combination, a right of first refusal to act as book-running manager, with at least 30% of the economics, for any and all future public and private equity and debt offerings. Underwriting Agreement The Company has granted Chardan, the representative of the underwriters, a 45-day option from the date of this prospectus to purchase up to 900,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriters were paid a cash underwriting discount of 2.5% of the gross proceeds of the IPO (including the exercise of the over-allotment option), or $1,725,000. In addition, the underwriters will be entitled to a deferred fee of 3.75% of the gross proceeds of the IPO (including the exercise of the over-allotment option), or $2,587,500, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The underwriters will also be entitled to 0.75% of the gross proceeds of the IPO in the form of common stock of the Company at a price of $10.00 per share, to be issued if the Company closes a Business Combination. Unit Purchase Option The Company sold to Chardan (and/or its designees), for $100, an option (the “Unit Purchase Option”) to purchase 100,000 Units (or 115,000 units if the over-allotment option is exercised in full) exercisable at $11.50 per Unit (or an aggregate exercise price of $1,150,000, or $1,322,500 if the over-allotment option is exercised in full) commencing on the later of six months from the effective date of the registration statement related to the IPO and the consummation of a Business Combination. The Unit Purchase Option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related to the IPO. The Units issuable upon exercise of the Unit Purchase Option are identical to those offered in the IPO. The Company accounts for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an expense of the IPO resulting in a charge directly to stockholders’ equity. The option and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners. The Unit Purchase Option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the Unit Purchase Option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the Unit Purchase Option. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 7 — Stockholders’ Equity Common Stock Rights If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying the rights. Warrants In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.50 per share (with such issue price or effective issue price to be determined in good faith by our board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination, and (z) 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 its initial Business Combination (such price, the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 165% of the Market Value. The Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the to the warrant holders. 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. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of 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 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. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. The private warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO except that the private warrants will be entitled to registration rights. The private warrants (including the common stock issuable upon exercise of the private warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination except to permitted transferees. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. June 30, Quoted Significant Significant Assets Trust Account - U.S. Treasury Securities Money Market Fund 69,051,429 69,051,429 — — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 12, 2022 when the unaudited condensed financial statements were issued. The Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending September 30, 2022 or any future period. |
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 of 1933, as amended, (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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 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 In preparing these unaudited condensed financial statements in conformity with U.S. GAAP, the Company’s management makes 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 and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022. |
Investments held in Trust Account | Investments held in Trust Account At June 30, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with 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 on the accompanying unaudited condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs $5,587,733 consisting primarily of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO. |
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 Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they 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 stock 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, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
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 Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2022, shares of common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. |
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 and money market funds held in the Trust Account. The Company has not experienced losses on this account 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 ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The unaudited condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following: Three Nine June 30, June 30, Net Loss $ (66,275 ) $ (430,649 ) Accretion of common stock to redemption value (14,145,764 ) (14,145,764 ) Net loss including accretion of common stock to redemption value $ (14,212,039 ) $ (14,576,413 ) Three months ended Redeemable Non-redeemable Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of common stock $ (11,016,604 ) $ (3,195,435 ) Accretion of common stock to redemption value 14,145,764 — Allocation of net income (loss) $ 3,129,160 $ (3,195,435 ) Denominators: Weighted-average shares outstanding 6,900,000 2,001,389 Basic and diluted net income/(loss) per share $ 0.45 $ (1.60 ) Nine months ended Redeemable Non-redeemable Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of common stock $ (10,791,989 ) $ (3,784,424 ) Accretion of common stock to redemption value 14,145,764 — Allocation of net income (loss) $ 3,353,775 $ (3,784,424 ) Denominators: Weighted-average shares outstanding 5,553,846 1,947,566 Basic and diluted net income/(loss) per share $ 0.60 $ (1.94 ) |
Income Taxes | Income Taxes The Company accounts for income taxes under 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 period, 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 June 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial for the period ended June 30, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of net income (loss) per share | Three Nine June 30, June 30, Net Loss $ (66,275 ) $ (430,649 ) Accretion of common stock to redemption value (14,145,764 ) (14,145,764 ) Net loss including accretion of common stock to redemption value $ (14,212,039 ) $ (14,576,413 ) |
Schedule of basic and diluted net income/(loss) per share | Three months ended Redeemable Non-redeemable Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of common stock $ (11,016,604 ) $ (3,195,435 ) Accretion of common stock to redemption value 14,145,764 — Allocation of net income (loss) $ 3,129,160 $ (3,195,435 ) Denominators: Weighted-average shares outstanding 6,900,000 2,001,389 Basic and diluted net income/(loss) per share $ 0.45 $ (1.60 ) Nine months ended Redeemable Non-redeemable Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of common stock $ (10,791,989 ) $ (3,784,424 ) Accretion of common stock to redemption value 14,145,764 — Allocation of net income (loss) $ 3,353,775 $ (3,784,424 ) Denominators: Weighted-average shares outstanding 5,553,846 1,947,566 Basic and diluted net income/(loss) per share $ 0.60 $ (1.94 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Proposed Public Offering [Abstract] | |
Schedule of shares common stock reflected on the balance sheet | As of Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (6,658,288 ) Proceeds allocated to Public Rights (2,726,727 ) Offering costs of Public Shares (4,760,749 ) Plus: Accretion of carrying value to redemption value 14,145,764 Class A Common stock subject to possible redemption $ 69,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value on a recurring basis | June 30, Quoted Significant Significant Assets Trust Account - U.S. Treasury Securities Money Market Fund 69,051,429 69,051,429 — — |
Organization and Business Ope_2
Organization and Business Operation (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Nov. 24, 2021 | Nov. 22, 2021 | Jun. 30, 2022 | Jul. 14, 2022 | Sep. 30, 2021 | Aug. 05, 2021 | |
Organization and Business Operation (Details) [Line Items] | ||||||
Subscribe amount | $ 1,250,000 | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Related party loan | $ 105,000 | |||||
Underwriting fees | $ 1,725,000 | |||||
Other offering costs | $ 1,275,233 | |||||
Fair market value, percentage | 80% | |||||
Income earned, percentage | 80% | |||||
Trust account balance, percentage | 80% | |||||
Business combination, description | If the Company is no longer listed on NASDAQ, it will not be required to satisfy the 80% test. | |||||
Net tangible assets | $ 5,000,001 | |||||
Per share value of the assets (in Dollars per share) | $ 10 | |||||
Cash held in trust account | $ 220,545 | |||||
IPO [Member] | ||||||
Organization and Business Operation (Details) [Line Items] | ||||||
Shares issued (in Shares) | 6,000,000 | |||||
Offering price per share (in Dollars per share) | $ 10 | |||||
Generating gross proceeds | $ 60,000,000 | |||||
Over-Allotment Option [Member] | ||||||
Organization and Business Operation (Details) [Line Items] | ||||||
Shares issued (in Shares) | 900,000 | 900,000 | ||||
Offering price per share (in Dollars per share) | $ 10 | |||||
Generating gross proceeds | $ 9,000,000 | |||||
Additional private units | $ 69,000,000 | |||||
Price per share (in Dollars per share) | $ 10 | |||||
Private Units [Member] | ||||||
Organization and Business Operation (Details) [Line Items] | ||||||
Shares issued (in Shares) | 22,500 | |||||
Offering price per share (in Dollars per share) | $ 10 | |||||
Generating gross proceeds | $ 225,000 | |||||
Public Shares [Member] | ||||||
Organization and Business Operation (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ 10 | |||||
Aggregate share, percentage | 20% | |||||
Class A Ordinary Shares [Member] | ||||||
Organization and Business Operation (Details) [Line Items] | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||
Business Combination [Member] | ||||||
Organization and Business Operation (Details) [Line Items] | ||||||
Transaction costs | $ 5,587,733 | |||||
Deferred underwriting fees | $ 2,587,500 | |||||
Public per share (in Dollars per share) | $ 10 | |||||
Aggregate share, percentage | 100% | |||||
Sponsor and Chardan Capital Markets LLC [Member] | ||||||
Organization and Business Operation (Details) [Line Items] | ||||||
Shares issued (in Shares) | 253,889 | |||||
Offering price per share (in Dollars per share) | $ 10 | |||||
Generating gross proceeds | $ 2,538,886 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | Jun. 30, 2022 USD ($) $ / shares |
Significant Accounting Policies (Details) [Line Items] | |
Temporary equity, par value | $ / shares | $ 10 |
Initial Public Offering [Member] | |
Significant Accounting Policies (Details) [Line Items] | |
Offering costs | $ | $ 5,587,733 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of net income (loss) per share - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Schedule of net income (loss) per share [Abstract] | ||
Net Loss | $ (66,275) | $ (430,649) |
Accretion of common stock to redemption value | (14,145,764) | (14,145,764) |
Net loss including accretion of common stock to redemption value | $ (14,212,039) | $ (14,576,413) |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of basic and diluted net income/(loss) per share | 3 Months Ended | 9 Months Ended |
Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | |
Redeemable shares [Member] | ||
Numerators: | ||
Allocation of net loss including accretion of common stock | $ (11,016,604) | $ (10,791,989) |
Accretion of common stock to redemption value | 14,145,764 | 14,145,764 |
Allocation of net income (loss) | 3,129,160 | 3,353,775 |
Denominators: | ||
Weighted-average shares outstanding | $ 6,900,000 | $ 5,553,846 |
Basic and diluted net income/(loss) per share (in Dollars per share) | $ / shares | $ 0.45 | $ 0.6 |
Non-redeemable shares [Member] | ||
Numerators: | ||
Allocation of net loss including accretion of common stock | $ (3,195,435) | $ (3,784,424) |
Accretion of common stock to redemption value | ||
Allocation of net income (loss) | (3,195,435) | (3,784,424) |
Denominators: | ||
Weighted-average shares outstanding | $ 2,001,389 | $ 1,947,566 |
Basic and diluted net income/(loss) per share (in Dollars per share) | $ / shares | $ (1.6) | $ (1.94) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Nov. 24, 2021 | Nov. 22, 2021 | Jun. 30, 2022 | |
IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of units issued in transaction | 6,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 60,000,000 | ||
Public units description | Each Public Unit consists of one share of common stock (“Public Share”), one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right will convert into one-twentieth (1/20) of one share of common stock upon the consummation of a Business Combination. Each whole Public Warrant entitles the holder to purchase three-fourths (3/4) of one share of common stock at a price of $11.50 per whole share, subject to adjustment. | ||
Public Shares sold | 6,900,000 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 9,000,000 | ||
Additional Units | 900,000 | ||
Purchases units | 900,000 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of shares common stock reflected on the balance sheet | Nov. 24, 2021 USD ($) |
Schedule of shares common stock reflected on the balance sheet [Abstract] | |
Gross proceeds | $ 69,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (6,658,288) |
Proceeds allocated to Public Rights | (2,726,727) |
Offering costs of Public Shares | (4,760,749) |
Plus: | |
Accretion of carrying value to redemption value | 14,145,764 |
Class A Common stock subject to possible redemption | $ 69,000,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | |
Nov. 24, 2021 | Jun. 30, 2022 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase shares | 253,889 | |
Price per share | $ 10 | |
Aggregate purchase price | $ 2,538,886 | |
Sponsor and Chardan [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase shares | 22,500 | |
Price per share | $ 10 | |
Total proceeds | $ 225,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 05, 2021 | Oct. 29, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||
Shares issued (in Shares) | 1,437,500 | ||||
Aggregated consideration price | $ 25,000 | ||||
Stock split, description | the Company effected a 1.2-for-1.0 stock split of common stock | ||||
Percentage of insider shares | 50% | ||||
Common stock of closing price per share (in Dollars per share) | $ 12.5 | ||||
Office space, administrative and support services | $ 10,000 | ||||
Service fees | $ 30,000 | 70,000 | |||
Accounts payable | 70,000 | ||||
Accrued expenses | $ 0 | ||||
Initial Public Offering [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Percentage of initial stockholders issued | 20% | ||||
Aggregate principal amount | $ 300,000 | ||||
Promissory note outstanding | $ 105,000 | $ 105,000 | |||
Insider Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Aggregate insider shares (in Shares) | 1,725,000 | ||||
Aggregate per share (in Dollars per share) | $ 0.014 | ||||
Insider shares subject to forfeiture (in Shares) | 225,000 | ||||
Percentage of insider shares | 50% |
Commitments and Contingencies_2
Commitments and Contingencies Risks and Uncertainties (Details) | 9 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Commitments and Contingencies Risks and Uncertainties (Details) [Line Items] | |
Least economics percentage | 30% |
Gross proceeds | $ 1,725,000 |
Gross proceeds percentage | 0.75% |
Cash payments | $ 100 |
Over-Allotment Option [Member] | |
Commitments and Contingencies Risks and Uncertainties (Details) [Line Items] | |
Purchase additional units (in Shares) | shares | 900,000 |
Additional gross proceeds | $ 2,587,500 |
Share units (in Shares) | shares | 115,000 |
Aggregate exercise price | $ 1,322,500 |
IPO [Member] | |
Commitments and Contingencies Risks and Uncertainties (Details) [Line Items] | |
Underwriting discount percentage | 2.50% |
Deferred fee percentage | 3.75% |
Price per share (in Dollars per share) | $ / shares | $ 10 |
Unit Purchase Option [Member] | |
Commitments and Contingencies Risks and Uncertainties (Details) [Line Items] | |
Share units (in Shares) | shares | 100,000 |
Share exercise price (in Dollars per share) | $ / shares | $ 11.5 |
Aggregate exercise price | $ 1,150,000 |
Chardan [Member] | Unit Purchase Option [Member] | |
Commitments and Contingencies Risks and Uncertainties (Details) [Line Items] | |
Unit sold | $ 100 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 1 Months Ended | 9 Months Ended | |
Oct. 29, 2021 | Jun. 30, 2022 | Sep. 30, 2021 | |
Stockholders' Equity (Details) [Line Items] | |||
Common stock shares, par value | $ 0.0001 | $ 0.0001 | |
Common stock voting rights | Holders of the common stock are entitled to one vote for each share. | ||
Aggregate of insider shares (in Shares) | 1,725,000 | ||
Insider per share | $ 0.014 | ||
Common stock share issued (in Shares) | 2,001,389 | ||
Common stock subject to possible redemption (in Shares) | 6,900,000 | ||
Outstanding warrants, description | The Company may redeem the outstanding warrants: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30-day redemption period; ●if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the to the warrant holders. | ||
Common Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Common stock, shares authorized (in Shares) | 15,000,000 | ||
Common stock shares, par value | $ 0.0001 | ||
Common stock split | 1.2-for-1.0 | ||
Warrant [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Common stock shares, par value | 11.5 | ||
Effective issue price | $ 9.5 | ||
Aggregate gross proceeds, percentage | 60% | ||
Price per share | $ 9.5 | ||
Market Price percentage | 115% | ||
Redemption trigger price | $ 16.5 | ||
Market value percentage | 165% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis | Jun. 30, 2022 USD ($) |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Trust Account - U.S. Treasury Securities Money Market Fund | $ 69,051,429 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Trust Account - U.S. Treasury Securities Money Market Fund | 69,051,429 |
Significant Other Observable Inputs (Level 2) [Member] | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Trust Account - U.S. Treasury Securities Money Market Fund | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | |
Trust Account - U.S. Treasury Securities Money Market Fund |