Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jun. 30, 2023 | Aug. 16, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | ARISZ ACQUISITION CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 5,155,754 | |
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, 2023 | |
Document Fiscal Year Focus | 2023 | |
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 | |
Common Stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | ARIZ | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information Line Items | ||
Trading Symbol | ARIZW | |
Title of 12(b) Security | Warrants | |
Security Exchange Name | NASDAQ | |
Rights | ||
Document Information Line Items | ||
Trading Symbol | ARIZR | |
Title of 12(b) Security | Rights | |
Security Exchange Name | NASDAQ | |
Units, each consisting of one share of common stock, one Right and one Warrant | ||
Document Information Line Items | ||
Trading Symbol | ARIZU | |
Title of 12(b) Security | Units, each consisting of one share of common stock, one Right and one Warrant | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 |
Current assets: | ||
Cash | $ 158,698 | $ 173,789 |
Prepaid expenses | 46,720 | 16,836 |
Total current assets | 205,418 | 190,625 |
Investments held in Trust Account | 33,185,036 | 69,286,800 |
Total Assets | 33,390,454 | 69,477,425 |
Current liabilities: | ||
Accounts payable and accrued expenses | 283,584 | 103,063 |
Interest payable | 31,756 | |
Franchise tax payable | 13,900 | 46,800 |
Income tax payable | 45,554 | 49,057 |
Exercise tax payable | 391,931 | |
Promissory note – Bitfufu | 1,930,000 | |
Total current liabilities | 2,696,725 | 198,920 |
Deferred underwriting fee payable | 2,587,500 | 2,587,500 |
Total Liabilities | 5,284,225 | 2,786,420 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 3,154,365 shares at redemption value of $10.52 and 6,900,000 shares at redemption value of $10.04 per share as of June 30, 2023 and September 30, 2022, respectively | 33,185,036 | 69,286,800 |
Stockholders’ Deficit | ||
Common stock, $0.0001 par value; 15,000,000 shares authorized; 2,001,389 shares (excluding 3,154,365 shares subject to possible redemption) issued and outstanding | 200 | 200 |
Additional paid-in capital | ||
Accumulated deficit | (5,079,007) | (2,595,995) |
Total Stockholders’ Deficit | (5,078,807) | (2,595,795) |
Total Liabilities, Temporary Equity, and Stockholders’ Deficit | $ 33,390,454 | $ 69,477,425 |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Sep. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption, shares | 3,154,365 | 6,900,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.52 | $ 10.04 |
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 | 2,001,389 |
Common stock, shares outstanding | 2,001,389 | 2,001,389 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
General and administrative expenses | $ 188,542 | $ 98,763 | $ 517,538 | $ 394,578 |
Franchise tax expenses | 9,800 | 11,700 | 33,900 | 87,500 |
Loss from operations | (198,342) | (110,463) | (551,438) | (482,078) |
Other income | ||||
Interest earned on investment held in Trust Account | 763,986 | 44,188 | 1,955,206 | 51,429 |
Net income (loss) before income taxes | 565,644 | (66,275) | 1,403,768 | (430,649) |
Income taxes provision | (159,055) | (403,474) | ||
Net income (loss) | $ 406,589 | $ (66,275) | $ 1,000,294 | $ (430,649) |
Common Stock Subject To Possible Redemption | ||||
Other income | ||||
Basic weighted average shares outstanding (in Shares) | 4,800,798 | 6,900,000 | 6,200,266 | 5,553,846 |
Basic net income per share (in Dollars per share) | $ 0.1 | $ 0.45 | $ 0.24 | $ 0.6 |
Nonredeemable Common Stock | ||||
Other income | ||||
Basic weighted average shares outstanding (in Shares) | 2,001,389 | 2,001,389 | 2,001,389 | 1,947,566 |
Basic net income per share (in Dollars per share) | $ (0.03) | $ (1.6) | $ (0.25) | $ (1.94) |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Common Stock Subject To Possible Redemption | ||||
Diluted weighted average shares outstanding | 4,800,798 | 6,900,000 | 6,200,266 | 5,553,846 |
Diluted net income per share | $ 0.10 | $ 0.45 | $ 0.24 | $ 0.60 |
Nonredeemable Common Stock | ||||
Diluted weighted average shares outstanding | 2,001,389 | 2,001,389 | 2,001,389 | 1,947,566 |
Diluted net income per share | $ (0.03) | $ (1.60) | $ (0.41) | $ (1.94) |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Sep. 30, 2021 | $ 172 | $ 24,828 | $ (490) | $ 24,510 |
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 income (loss) | (95,390) | (95,390) | ||
Balance at Dec. 31, 2021 | $ 200 | (2,044,977) | (2,044,777) | |
Balance (in Shares) at Dec. 31, 2021 | 2,001,389 | |||
Net income (loss) | (268,984) | (268,984) | ||
Balance at Mar. 31, 2022 | $ 200 | (2,313,961) | (2,313,761) | |
Balance (in Shares) at Mar. 31, 2022 | 2,001,389 | |||
Net income (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 | |||
Balance at Sep. 30, 2022 | $ 200 | (2,595,995) | (2,595,795) | |
Balance (in Shares) at Sep. 30, 2022 | 2,001,389 | |||
Additional amount deposited into trust | (690,000) | (690,000) | ||
Accretion of common stock to redemption value | (486,246) | (486,246) | ||
Net income (loss) | 187,375 | 187,375 | ||
Balance at Dec. 31, 2022 | $ 200 | (3,584,866) | (3,584,666) | |
Balance (in Shares) at Dec. 31, 2022 | 2,001,389 | |||
Additional amount deposited into trust | (690,000) | (690,000) | ||
Reimbursement from Trust for franchise and income taxes | 105,836 | 105,836 | ||
Accretion of common stock to redemption value | (704,974) | (704,974) | ||
Net income (loss) | 406,328 | 406,328 | ||
Balance at Mar. 31, 2023 | $ 200 | (4,467,676) | (4,467,476) | |
Balance (in Shares) at Mar. 31, 2023 | 2,001,389 | |||
Additional amount deposited into trust | (240,000) | (240,000) | ||
Reimbursement from Trust for franchise and income taxes | 377,997 | 377,997 | ||
Exercise tax liability | (391,931) | (391,931) | ||
Accretion of common stock to redemption value | (763,986) | (763,986) | ||
Net income (loss) | 406,589 | 406,589 | ||
Balance at Jun. 30, 2023 | $ 200 | $ (5,079,007) | $ (5,078,807) | |
Balance (in Shares) at Jun. 30, 2023 | 2,001,389 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,000,294 | $ (430,649) |
Interest earned on investment held in Trust Account | (1,955,206) | (51,429) |
Prepaid expenses | (29,884) | (42,090) |
Accounts payable and accrued expenses | 180,520 | 51,010 |
Interest payable | 31,756 | |
Income tax payable | (3,503) | |
Franchise tax payable | (32,900) | 35,100 |
Net cash used in operating activities | (808,923) | (438,058) |
Cash deposited in Trust Account | (1,620,000) | |
Cash withdrawn from Trust Account to pay taxes | 483,832 | |
Cash withdrawn from Trust Account to public stockholder redemptions | 39,193,137 | |
Purchase of investment held in Trust Account | (69,000,000) | |
Net cash provided by (used in) investing activities | 38,056,969 | (69,000,000) |
Proceeds from promissory note to Bitfufu | 1,930,000 | |
Proceeds from sale of public units through public offering | 69,000,000 | |
Proceeds from sale of private placement units | 2,763,886 | |
Proceeds from sale of unit purchase option | 100 | |
Repayment of promissory note to related party | (105,000) | |
Payment of underwriters’ commissions | (1,725,000) | |
Payment of deferred offering costs | (350,383) | |
Payment to redeemed public stockholders | (39,193,137) | |
Net cash provided by (used in) financing activities | (37,263,137) | 69,583,603 |
Net change in cash | (15,091) | 145,545 |
Cash, beginning of the period | 173,789 | 75,000 |
Cash, end of the period | 158,698 | 264,054 |
Supplemental Disclosure of Non-cash Financing Activities | ||
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 | $ 3,091,374 | $ 14,145,764 |
Organization and Business Opera
Organization and Business Operation | 9 Months Ended |
Jun. 30, 2023 | |
Organization and Business Operation [Abstract] | |
Organization and Business Operation | Note 1 — Organization and Business Operation Arisz Acquisition Corp. (“ Arisz Company Business Combination As of June 30, 2023, the Company had not commenced any operations. All activities through June 30, 2023 are related to the Company’s formation and the Initial Public Offering (“ IPO The Company’s sponsor is Arisz Investments LLC (the “ Sponsor On January 21, 2022, Arisz entered into a merger agreement with Finfront Holding Company, a Cayman Islands exempted company (the “ BitFuFu Purchaser PubCo Merger Sub Redomestication Merger Acquisition Merger Business Combination On July 14, 2022, each of Arisz, BitFuFu, the Purchaser and Arisz’s Sponsor (along with any assignee of Arisz’s Sponsor, the “ Buyer Backstop Agreement On October 10, 2022, Arisz and BitFuFu entered into an amendment to the Merger Agreement to provide, among other things: 1) for a loan from BitFuFu to Arisz in the amount of $2,220,000 (the “ Loan On October 10, 2022, Arisz issued an unsecured promissory note to BitFuFu for the amount of the Loan at an interest rate of 3.5% per annum and is due on October 26, 2023. Arisz may elect to issue a number of unregistered shares of its common stock, valued for these purposes at $10.00 per share, the aggregate value of which shall be equal to the outstanding principal amount of the Loan to the BitFuFu or its designee on or prior to October 26, 2023 in lieu of paying all outstanding principal under this Note. On October 13, 2022, the parties to the Backstop Agreement entered into a new backstop agreement substantially on the same terms as the Backstop Agreement with the only substantive additional terms being that: 1) the subscription amount is $2.0 million worth of shares and 2) the termination date is the earlier of: (i) the date agreed by the parties thereto in writing and (ii) the date that the Merger Agreement is terminated, on its terms. On October 24, 2022, Arisz received $740,000, the first installment of the Loan, from BitFuFu. On November 9, 2022, Arisz deposited $690,000 into the Trust Account (representing $0.10 per each share of redeemable common stock) to extend the time for Arisz to complete the Business Combination by three months until February 22, 2023. On January 20, 2023, Arisz received $740,000, the second installment of the Loan, from BitFuFu. On February 7, 2023, the Company notified the trustee of its intent to extend the time available to the Company to consummate a business combination from February 22, 2023 to May 22, 2023 (the “ Extension On February 9, 2023, Arisz deposited $690,000 into the Trust Account (representing $0.10 per each share of redeemable common stock) to extend the time for Arisz to complete the Business Combination by three months until May 22, 2023. On April 19, 2023, Arisz filed with the SEC, and mailed to its stockholders of record as of April 6, 2023, a notice of meeting, proxy statement and proxy card, with respect to a special meeting of Arisz stockholders to be held on May 11, 2023, and which included proposals to amend Arisz’s charter in order to extend the time it has to complete its initial business combination up to nine (9) times with each extension allowing for an additional one (1) month period from May 22, 2023 to February 22, 2024, provided that Arisz contributes to the Trust Account $120,000 for each one-month extension, paid on a month-to-month and as-needed basis. On April 24, 2023, Arisz and BitFuFu entered into Amendment No. 3 to the Merger Agreement to provide, among other things: 1) to reduce the amount of the Loan from $2,220,000 to $1,930,000 for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes and 2) that the third installment of the loan will be in the amount of $450,000. On April 25, 2023, Arisz received $450,000, the third installment of the Loan, from BitFuFu. On May 11, 2023, Arisz held a special meeting of stockholders to consider, among other things, proposals to amend Arisz’s charter in order to extend the time it has to complete its initial business combination up to nine (9) times with each extension allowing for an additional one (1) month period from May 22, 2023 to February 22, 2024, provided that Arisz contributes to the Trust Account $120,000 for each one-month extension, paid on a month-to-month and as-needed basis. At the special meeting, the requisite number of stockholders voted in favor of these proposals. Accordingly, in connection with the first one (1) month period extension, the Sponsor will deposit $120,000 into Arisz’s trust account prior to May 22, 2023, on behalf of Arisz. In connection with the special meeting, 3,745,635 shares of common stock were tendered for redemption. As a result, approximately $39.18 million (approximately $10.46 per share) will be removed from the Company’s trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company has 5,155,754 shares of Common Stock outstanding, and approximately $33.02 million will remain in the Company’s Trust Account. Prior to May 22, 2023, Arisz timely deposited into the Trust Account, an aggregate of $120,000, in order to extend the period of time Arisz has to complete a business combination for an additional one (1) month period, from May 22, 2023 to June 22, 2023 (the “May 2023 Extension”). The May 2023 Extension is the first of up to nine (9) one-month extensions permitted under the May 12, 2023 amendment to the Amended and Restated Certificate of Incorporation of Arisz Acquisition Corp. Prior to June 22, 2023, Arisz timely deposited into the Trust Account, an aggregate of $120,000, in order to extend the period of time Arisz has to complete a business combination for an additional one (1) month period, from June 22, 2023 to July 22, 2023 (the “June 22, 2023 Extension”). The June 2023 Extension is the second of up to nine (9) one-month extensions permitted under the May 12, 2023 amendment to the Amended and Restated Certificate of Incorporation of Arisz Acquisition Corp. Prior to July 22, 2023, Arisz timely deposited into the Trust Account, an aggregate of $120,000, in order to extend the period of time Arisz has to complete a business combination for an additional one (1) month period, from July 22, 2023 to August 22, 2023 (the “July 2023 Extension”). The July 2023 Extension is the third of up to nine (9) one-month extensions permitted under the May 12, 2023 amendment to the Amended and Restated Certificate of Incorporation of Arisz Acquisition Corp. The July 2023 Extension provides Arisz with additional time to complete its proposed business combination with BitFuFu. On July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement (“Amendment No. 4”) to provide, among other things: (1) that the Outside Date for the completion of the Corporation’s business combination, as defined therein be extended from August 1, 2023 to November 17, 2024 and (2) for an amendment to the loan installment of $360,000 to be extended on each of August 2, 2023, November 2, 2023, February 2, 2024, May 2, 2024 and August 2, 2024) to be used to cover the extension costs, and the remaining balance of each loan installment to be used for working capital. In accordance therewith, on July 28, 2023, Arisz and the Company amended and restated the BitFuFu Note. 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 Chardan Private Units Concurrently, the Company repaid $105,000 to the Sponsor, under a 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 Additional Private Units 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 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 Amended and Restated Certificate of Incorporation SEC Initial Stockholders The Company will provide its holders of the outstanding Public Shares (the “ Public Stockholders Exchange Act 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 18 months (or by February 22, 2024 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 18 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination up to nine (9) times with each extension allowing for an additional one (1) month period from May 22, 2023 to February 22, 2024 ( the “Combination Period”). Liquidation If the Company is unable to complete a Business Combination within the Combination Period, unless the Company seeks and obtains stockholder approval to amend its Amended and Restated Certificate of Incorporation to extend the date by which an initial business combination may be consummated, 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 Liquidity and Going Concern As of June 30, 2023, the Company had cash of $158,698 and a working capital deficit of $2,431,853 (excluding income tax and franchise tax payable). On November 9, 2022 and February 9, 2023, the Company deposited $690,000 per deposit into the Trust Account (representing $0.10 per each share of redeemable common stock) to extend the time for Arisz to complete the Business Combination by six months until May 22, 2023. Subsequent to the shareholder special meeting, the Company deposited $120,000 per deposit into the Trust Account on May 17, June 20, and July 19, 2023, to extend the time for Arisz to complete the Business Combination until August 22, 2023. It is uncertain that the Company will be able consummate a Business Combination by the extended date (or February 22, 2024 if the Sponsor elects to extend the consummation deadline). Moreover, Arisz may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. If a Business Combination is not consummated by February 22, 2024, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ ASU Risks and Uncertainties Management has evaluated the impact of persistent inflation and rising interest rates, financial market instability, including the recent bank failures, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the conflict in Ukraine and the surrounding region, and has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable 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 outcome of these risks and uncertainties. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “ IR Act Treasury 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 the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in May 2023; as a result, the Company recorded a $391,931 excise tax liability as of June 30, 2023. 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2023 | |
Significant 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 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 JOBS Act 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 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 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $158,698 and $173,789 in cash and none in cash equivalents as of June 30, 2023 and September 30. 2022, respectively. Investments held in Trust Account At June 30, 2023, 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 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 stockholders’ 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 ASC 815 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, 2023, shares of common stock subject to possible redemption are presented at redemption value of approximately $10.52 per share as temporary equity, outside of the stockholders’ 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 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 income (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, 2023, 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 income (loss) per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statements of operations is based on the following: Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Net income (loss) $ 406,589 $ (66,275 ) $ 1,000,294 $ (430,649 ) Accretion of common stock to redemption value (1) (625,990 ) (14,145,764 ) (3,091,374 ) (14,145,764 ) Net loss including accretion of common stock to redemption value $ (219,401 ) $ (14,212,039 ) $ (2,091,080 ) $ (14,576,413 ) Three Months Ended Three Months Ended Redeemable shares Non- redeemable shares Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (154,847 ) $ (64,554 ) $ (11,016,604 ) $ (3,195,435 ) Accretion of common stock to redemption value (1) 625,990 — 14,145,764 — Allocation of net income (loss) $ 471,143 $ (64,554 ) $ 3,129,160 $ (3,195,435 ) Denominator: Basic and diluted weighted average shares outstanding 4,800,798 2,001,389 6,900,000 2,001,389 Basic and diluted net income (loss) per share $ 0.10 $ (0.03 ) $ 0.45 $ (1.60 ) Nine Months Ended Nine Months Ended Redeemable shares Non- redeemable shares Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (1,580,809 ) $ (510,271 ) $ (10,791,989 ) $ (3,784,424 ) Accretion of common stock to redemption value (1) 3,091,374 — 14,145,764 — Allocation of net income (loss) $ 1,510,565 $ (510,271 ) $ 3,353,775 $ (3,784,424 ) Denominator: Basic and diluted weighted average shares outstanding 6,200,266 2,001,389 5,553,846 1,947,566 Basic and diluted net income (loss) per share $ 0.24 $ (0.25 ) $ 0.60 $ (1.94 ) (1) Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ ASC 740 The Company’s effective tax rate was 28.74% and 0.00% for the nine months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the nine months ended June 30, 2023 and 2022, due to valuation allowance on the deferred tax assets and non-deductible transaction costs. 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. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2023. 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, 2023. 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 and the State of New York as its only “major” tax jurisdictions. 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. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“ FASB ASU ASU 2020-06 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 financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Jun. 30, 2023 | |
Initial 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 Public Right Public Warrant 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 September 30, 2022 and June 30, 2023, the shares of common stock reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (6,658,289 ) Proceeds allocated to Public Rights (2,726,727 ) Offering costs of Public Shares (4,760,749 ) Plus: Accretion of carrying value to redemption value 14,432,565 Class A Common stock subject to possible redemption – September 30, 2022 $ 69,286,800 Plus: Accretion of carrying value to redemption value – nine months period ended June 30, 2023 (1) 3,091,374 Redemption of Public Shares (39,193,137 ) Class A Common stock subject to possible redemption – June 30, 2023 $ 33,185,036 (1) Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Private Placement
Private Placement | 9 Months Ended |
Jun. 30, 2023 | |
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, unless the Company seeks and obtains stockholder approval to amend its Amended and Restated Certificate of Incorporation to extend the date by which an initial business combination may be consummated, 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, 2023 | |
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 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 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 and nine months ended June 30, 2023, the Company incurred $30,000 and $90,000, respectively, in fees for these services, of which $190,000 and $100,000 are included in accounts payable and accrued expenses in the balance sheets June 30, 2023 and September 30, 2022, respectively. |
Commitments and Contingencies R
Commitments and Contingencies Risks and Uncertainties | 9 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Risks and Uncertainties [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 financial statements. The 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 signed prior to or on the effective date of IPO 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. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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 the IPO 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 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jun. 30, 2023 | |
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, 2023 | |
Fair Value Measurements [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 tables present information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and September 22, 2022 and indicate 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 $ 33,185,036 $ 33,185,036 — — September 30, Quoted Significant Significant Assets Trust Account - U.S. Treasury Securities Money Market Fund $ 69,286,800 $ 69,286,800 — — |
Promissory Note to BitFuFu
Promissory Note to BitFuFu | 9 Months Ended |
Jun. 30, 2023 | |
Promissory Note [Abstract] | |
Promissory Note to BitFuFu | Note 9 — Promissory Note to BitFuFu Pursuant to the Merger Agreement, on October 10, 2022, the Company issued an unsecured promissory note to BitFuFu (“BitFufu Note”) up to an aggregate amount of $2,220,000 at an interest rate of 3.5% per annum and is due on October 26, 2023 (see Note 1). Arisz may elect to issue a number of unregistered shares of its common stock, valued for these purposes at $10.00 per share, the aggregate value of which shall be equal to the outstanding principal amount of the Loan to the BitFuFu or its designee on or prior to the October 26, 2023 in lieu of paying all outstanding principal under BitFufu Note. On April 24, 2023, Arisz and BitFuFu entered into Amendment No. 3 to the Merger Agreement to provide, among other things, to reduce the amount of the Loan from $2,220,000 to $1,930,000 for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes. As of June 30, 2023, $1,930,000 of the BitFufu Note was outstanding with an accrued interest of approximately $31,756. On July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement to provide, among other things, to increase the amount of the Loan from $1,930,000 to $4,180,000 for the purpose of funding Arisz’s extension of the time to consummate a business combination and for working capital purposes. The maturity date of the BitFufu Note was extended to November 17, 2024. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that unaudited condensed financial statements were issued. Based on the review, the Company identified the following subsequent events that require disclosure in the financial statements. On July 19, 2023, Arisz deposited $120,000 into the Trust Account to extend the period of time Arisz has to complete a business combination for an additional one (1) month period, from July 22, 2023 to August 22, 2023. On July 28, 2023, Arisz and BitFuFu entered into Amendment No. 4 to the Merger Agreement (“Amendment No. 4”) to provide, among other things: (1) that the Outside Date for the completion of the Corporation’s business combination, as defined therein be extended from August 1, 2023 to November 17, 2024 and (2) for an amendment to the loan installment of $360,000 to be extended on each of August 2, 2023, November 2, 2023, February 2, 2024, May 2, 2024 and August 2, 2024 to be used to cover the extension costs, and the remaining balance of each loan installment to be used for working capital. In accordance therewith, on July 28, 2023, Arisz and the Company amended and restated the BitFuFu Note. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Jun. 30, 2023 | |
Significant 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 |
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 JOBS Act 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 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 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $158,698 and $173,789 in cash and none in cash equivalents as of June 30, 2023 and September 30. 2022, respectively. |
Investments held in Trust Account | Investments held in Trust Account At June 30, 2023, 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 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 stockholders’ 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 ASC 815 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, 2023, shares of common stock subject to possible redemption are presented at redemption value of approximately $10.52 per share as temporary equity, outside of the stockholders’ 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 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 income (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, 2023, 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 income (loss) per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statements of operations is based on the following: Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Net income (loss) $ 406,589 $ (66,275 ) $ 1,000,294 $ (430,649 ) Accretion of common stock to redemption value (1) (625,990 ) (14,145,764 ) (3,091,374 ) (14,145,764 ) Net loss including accretion of common stock to redemption value $ (219,401 ) $ (14,212,039 ) $ (2,091,080 ) $ (14,576,413 ) Three Months Ended Three Months Ended Redeemable shares Non- redeemable shares Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (154,847 ) $ (64,554 ) $ (11,016,604 ) $ (3,195,435 ) Accretion of common stock to redemption value (1) 625,990 — 14,145,764 — Allocation of net income (loss) $ 471,143 $ (64,554 ) $ 3,129,160 $ (3,195,435 ) Denominator: Basic and diluted weighted average shares outstanding 4,800,798 2,001,389 6,900,000 2,001,389 Basic and diluted net income (loss) per share $ 0.10 $ (0.03 ) $ 0.45 $ (1.60 ) Nine Months Ended Nine Months Ended Redeemable shares Non- redeemable shares Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (1,580,809 ) $ (510,271 ) $ (10,791,989 ) $ (3,784,424 ) Accretion of common stock to redemption value (1) 3,091,374 — 14,145,764 — Allocation of net income (loss) $ 1,510,565 $ (510,271 ) $ 3,353,775 $ (3,784,424 ) Denominator: Basic and diluted weighted average shares outstanding 6,200,266 2,001,389 5,553,846 1,947,566 Basic and diluted net income (loss) per share $ 0.24 $ (0.25 ) $ 0.60 $ (1.94 ) (1) Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ ASC 740 The Company’s effective tax rate was 28.74% and 0.00% for the nine months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the nine months ended June 30, 2023 and 2022, due to valuation allowance on the deferred tax assets and non-deductible transaction costs. 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. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2023. 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, 2023. 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 and the State of New York as its only “major” tax jurisdictions. 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. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“ FASB ASU ASU 2020-06 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 financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Net Income (Loss) Per Share | The net income (loss) per share presented in the statements of operations is based on the following: Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Net income (loss) $ 406,589 $ (66,275 ) $ 1,000,294 $ (430,649 ) Accretion of common stock to redemption value (1) (625,990 ) (14,145,764 ) (3,091,374 ) (14,145,764 ) Net loss including accretion of common stock to redemption value $ (219,401 ) $ (14,212,039 ) $ (2,091,080 ) $ (14,576,413 ) (1) Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Schedule of Net Income (Loss) Per Share | The net income (loss) per share presented in the statements of operations is based on the following: Three Months Ended Three Months Ended Redeemable shares Non- redeemable shares Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (154,847 ) $ (64,554 ) $ (11,016,604 ) $ (3,195,435 ) Accretion of common stock to redemption value (1) 625,990 — 14,145,764 — Allocation of net income (loss) $ 471,143 $ (64,554 ) $ 3,129,160 $ (3,195,435 ) Denominator: Basic and diluted weighted average shares outstanding 4,800,798 2,001,389 6,900,000 2,001,389 Basic and diluted net income (loss) per share $ 0.10 $ (0.03 ) $ 0.45 $ (1.60 ) Nine Months Ended Nine Months Ended Redeemable shares Non- redeemable shares Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (1,580,809 ) $ (510,271 ) $ (10,791,989 ) $ (3,784,424 ) Accretion of common stock to redemption value (1) 3,091,374 — 14,145,764 — Allocation of net income (loss) $ 1,510,565 $ (510,271 ) $ 3,353,775 $ (3,784,424 ) Denominator: Basic and diluted weighted average shares outstanding 6,200,266 2,001,389 5,553,846 1,947,566 Basic and diluted net income (loss) per share $ 0.24 $ (0.25 ) $ 0.60 $ (1.94 ) (1) Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering [Abstract] | |
Schedule of Common Stock Reflected on the Balance Sheets | As of September 30, 2022 and June 30, 2023, the shares of common stock reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (6,658,289 ) Proceeds allocated to Public Rights (2,726,727 ) Offering costs of Public Shares (4,760,749 ) Plus: Accretion of carrying value to redemption value 14,432,565 Class A Common stock subject to possible redemption – September 30, 2022 $ 69,286,800 Plus: Accretion of carrying value to redemption value – nine months period ended June 30, 2023 (1) 3,091,374 Redemption of Public Shares (39,193,137 ) Class A Common stock subject to possible redemption – June 30, 2023 $ 33,185,036 (1) Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value on A Recurring Basis | The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and September 22, 2022 and indicate 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 $ 33,185,036 $ 33,185,036 — — September 30, Quoted Significant Significant Assets Trust Account - U.S. Treasury Securities Money Market Fund $ 69,286,800 $ 69,286,800 — — |
Organization and Business Ope_2
Organization and Business Operation (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||||||||||||||||||||
Aug. 02, 2023 | May 11, 2023 | Apr. 26, 2023 | Jan. 26, 2023 | Nov. 09, 2022 | Oct. 26, 2022 | Oct. 24, 2022 | Nov. 24, 2021 | Nov. 22, 2021 | Aug. 05, 2021 | Jan. 20, 2023 | Jul. 30, 2022 | Jun. 30, 2022 | May 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Aug. 22, 2023 | Jul. 19, 2023 | Jun. 20, 2023 | May 22, 2023 | May 17, 2023 | Apr. 25, 2023 | Apr. 24, 2023 | Feb. 09, 2023 | Oct. 13, 2022 | Oct. 10, 2022 | Sep. 30, 2022 | Jul. 14, 2022 | Oct. 29, 2021 | |
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Subscribe amount | $ 2,000,000 | $ 1,250,000 | |||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Installments amount | $ 6 | $ 4 | $ 740,000 | $ 740,000 | $ 740,000 | ||||||||||||||||||||||||
Interest rate | 3.50% | ||||||||||||||||||||||||||||
Investment Company, Redemption Fee, Per Share (in Dollars per share) | $ 10 | ||||||||||||||||||||||||||||
Deposited trust account | $ 690,000 | $ 33,185,036 | $ 120,000 | $ 120,000 | $ 120,000 | $ 690,000 | $ 69,286,800 | ||||||||||||||||||||||
Redeemable common stock per share (in Dollars per share) | $ 0.1 | $ 0.014 | |||||||||||||||||||||||||||
Trust account | $ 120,000 | ||||||||||||||||||||||||||||
Loan amount | $ 450,000 | ||||||||||||||||||||||||||||
Loan installment | $ 450,000 | ||||||||||||||||||||||||||||
Contributes to Trust Account | $ 120,000 | ||||||||||||||||||||||||||||
Sponsor deposit amount | $ 120,000 | ||||||||||||||||||||||||||||
Common stock redemption (in Shares) | 3,745,635 | ||||||||||||||||||||||||||||
Share price | $ 39,180,000 | ||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 10.46 | $ 10 | |||||||||||||||||||||||||||
Common stock outstanding (in Shares) | 5,155,754 | ||||||||||||||||||||||||||||
Stock value outstanding amount | $ 33,020,000 | ||||||||||||||||||||||||||||
Aggregate trust account deposited amount | $ 120,000 | $ 120,000 | $ 120,000 | 3,091,374 | $ 14,145,764 | ||||||||||||||||||||||||
Related party loan | $ 105,000 | 1,930,000 | |||||||||||||||||||||||||||
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 | $ 158,698 | $ 173,789 | |||||||||||||||||||||||||||
Working capital | $ 2,431,853 | ||||||||||||||||||||||||||||
Redeemable common stock price (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||||||||
Excise tax | 1% | ||||||||||||||||||||||||||||
Exercise tax liability | $ 391,931 | ||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Loan amount | 2,220,000 | ||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Loan amount | $ 1,930,000 | ||||||||||||||||||||||||||||
U.S. federal [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Excise tax | 1% | ||||||||||||||||||||||||||||
BitFuFu [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Loan amount | $ 2,220,000 | ||||||||||||||||||||||||||||
Shares issued (in Shares) | 400,000 | ||||||||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Private Units [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Shares issued (in Shares) | 22,500 | ||||||||||||||||||||||||||||
Offering price per share (in Dollars per share) | $ 10 | ||||||||||||||||||||||||||||
Generating gross proceeds | $ 225,000 | ||||||||||||||||||||||||||||
Public Shares [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||||||||||||||||||||||
Aggregate share, percentage | 20% | ||||||||||||||||||||||||||||
Class A Ordinary Shares [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Deposited trust account | $ 120,000 | ||||||||||||||||||||||||||||
Loan installment amount | $ 360,000 | ||||||||||||||||||||||||||||
Business Combination [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Deposited trust account | $ 120,000 | ||||||||||||||||||||||||||||
Transaction costs | $ 5,587,733 | ||||||||||||||||||||||||||||
Deferred underwriting fees | $ 2,587,500 | ||||||||||||||||||||||||||||
Public per share (in Dollars per share) | $ 10 | ||||||||||||||||||||||||||||
Aggregate share, percentage | 100% | ||||||||||||||||||||||||||||
Arisz [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
Deposited trust account | $ 690,000 | ||||||||||||||||||||||||||||
Redeemable common stock per share (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||||||||
Sponsor and Chardan Capital Markets LLC [Member] | |||||||||||||||||||||||||||||
Initial Public Offering [Abstract] | |||||||||||||||||||||||||||||
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) - USD ($) | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |||
Cash (in Dollars) | $ 158,698 | $ 173,789 | |
Temporary equity, par value (in Dollars per share) | $ 10.52 | ||
Effective tax rate | 28.74% | 0% | |
Statutory tax rate | 21% | 21% | |
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Offering costs (in Dollars) | $ 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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Schedule of Net Income Loss Per Share [Abstract] | |||||
Net income (loss) | $ 406,589 | $ (66,275) | $ 1,000,294 | $ (430,649) | |
Accretion of common stock to redemption value | [1] | (625,990) | (14,145,764) | (3,091,374) | (14,145,764) |
Net loss including accretion of common stock to redemption value | $ (219,401) | $ (14,212,039) | $ (2,091,080) | $ (14,576,413) | |
[1] Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Redeemable Shares [Member] | |||||
Numerator: | |||||
Allocation of net income (loss) including accretion of common stock | $ (154,847) | $ (11,016,604) | $ (1,580,809) | $ (10,791,989) | |
Accretion of common stock to redemption value | [1] | 625,990 | 14,145,764 | 3,091,374 | 14,145,764 |
Allocation of net income (loss) | $ 471,143 | $ 3,129,160 | $ 1,510,565 | $ 3,353,775 | |
Denominator: | |||||
Basic weighted average shares outstanding (in Shares) | 4,800,798 | 6,900,000 | 6,200,266 | 5,553,846 | |
Basic net income (loss) per share (in Dollars per share) | $ 0.1 | $ 0.45 | $ 0.24 | $ 0.6 | |
Non- Redeemable Shares [Member] | |||||
Numerator: | |||||
Allocation of net income (loss) including accretion of common stock | $ (64,554) | $ (3,195,435) | $ (510,271) | $ (3,784,424) | |
Accretion of common stock to redemption value | [1] | ||||
Allocation of net income (loss) | $ (64,554) | $ (3,195,435) | $ (510,271) | $ (3,784,424) | |
Denominator: | |||||
Basic weighted average shares outstanding (in Shares) | 2,001,389 | 2,001,389 | 2,001,389 | 1,947,566 | |
Basic net income (loss) per share (in Dollars per share) | $ (0.03) | $ (1.6) | $ (0.25) | $ (1.94) | |
[1] Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Redeemable Shares [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||
Diluted weighted average shares outstanding | 4,800,798 | 6,900,000 | 6,200,266 | 5,553,846 |
Diluted net income/(loss) per share | $ 0.10 | $ 0.45 | $ 0.24 | $ 0.60 |
Non- Redeemable Shares [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||
Diluted weighted average shares outstanding | 2,001,389 | 2,001,389 | 2,001,389 | 1,947,566 |
Diluted net income/(loss) per share | $ (0.03) | $ (1.60) | $ (0.25) | $ (1.94) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | ||
Nov. 24, 2021 | Nov. 22, 2021 | Jun. 30, 2023 | |
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 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 Common Stock Reflected on the Balance Sheets - USD ($) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | ||
Schedule Of Common Stock Reflected On The Balance Sheets Abstract | |||
Gross proceeds | $ 69,000,000 | ||
Less: | |||
Proceeds allocated to Public Warrants | (6,658,289) | ||
Proceeds allocated to Public Rights | (2,726,727) | ||
Offering costs of Public Shares | (4,760,749) | ||
Plus: | |||
Accretion of carrying value to redemption value | $ 3,091,374 | [1] | 14,432,565 |
Redemption of Public Shares | (39,193,137) | ||
Class A Common stock subject to possible redemption | $ 33,185,036 | $ 69,286,800 | |
[1]Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account. |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Nov. 24, 2021 | Jun. 30, 2023 | |
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 | 12 Months Ended | |
Aug. 05, 2021 | Oct. 29, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |||||
Percentage of insider shares | 50% | ||||
Common stock of closing price per share (in Dollars per share) | $ 12.5 | ||||
Administrative services agreement | $ 10,000 | ||||
Accrued expenses | $ 30,000 | 90,000 | |||
Service fees | $ 190,000 | $ 100,000 | |||
Initial Public Offering [Member] | |||||
Initial Public Offering [Abstract] | |||||
Percentage of initial stockholders issued | 20% | ||||
Aggregate amount | $ 300,000 | ||||
Outstanding balance | $ 105,000 | ||||
Insider Shares [Member] | |||||
Initial Public Offering [Abstract] | |||||
Common stock shares issued (in Shares) | 1,437,500 | ||||
Aggregated consideration price | $ 25,000 | ||||
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, 2023 USD ($) $ / shares shares | |
Initial Public Offering [Abstract] | |
Percentage of least economics | 30% |
Gross proceeds | $ 1,725,000 |
Percentage of gross proceeds | 0.75% |
Cash payments | $ 100 |
Over-Allotment Option [Member] | |
Initial Public Offering [Abstract] | |
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] | |
Initial Public Offering [Abstract] | |
Underwriting discount percentage | 2.50% |
Percentage of deferred fee | 3.75% |
Price per share (in Dollars per share) | $ / shares | $ 10 |
Unit Purchase Option [Member] | |
Initial Public Offering [Abstract] | |
Share exercise price (in Dollars per share) | $ / shares | $ 11.5 |
Chardan [Member] | Unit Purchase Option [Member] | |
Initial Public Offering [Abstract] | |
Unit sold | $ 100 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 1 Months Ended | 9 Months Ended | ||
Oct. 29, 2021 | Jun. 30, 2023 | Feb. 09, 2023 | Sep. 30, 2022 | |
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 | $ 0.1 | ||
Common stock subject to possible redemption (in Shares) | 3,154,365 | |||
Outstanding warrants, description | ●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. | |||
Warrant [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock price per share | $ 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% | |||
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, description | the Company effected a 1.2-for-1.0 stock split of common stock | |||
Common Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock share issued (in Shares) | 2,001,389 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Fair Value on A Recurring Basis - USD ($) | Jun. 30, 2023 | Sep. 30, 2022 |
Assets | ||
Trust Account - U.S. Treasury Securities Money Market Fund | $ 33,185,036 | $ 69,286,800 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets | ||
Trust Account - U.S. Treasury Securities Money Market Fund | 33,185,036 | 69,286,800 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets | ||
Trust Account - U.S. Treasury Securities Money Market Fund | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets | ||
Trust Account - U.S. Treasury Securities Money Market Fund |
Promissory Note to BitFuFu (Det
Promissory Note to BitFuFu (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Oct. 10, 2022 | Jul. 28, 2023 | Apr. 24, 2022 | Jun. 30, 2023 | |
Promissory Note to BitFuFu (Details) [Line Items] | ||||
Aggregate amount | $ 2,220,000 | |||
Percentage of interest rate | 3.50% | |||
Due date | Oct. 26, 2023 | |||
Price per share (in Dollars per share) | $ 10 | $ 10.46 | ||
Loan amount | $ 2,220,000 | |||
Funding loan | $ 1,930,000 | |||
Outstanding amount | $ 1,930,000 | |||
Accrued interest | $ 31,756 | |||
Minimum [Member] | Subsequent Event [Member] | ||||
Promissory Note to BitFuFu (Details) [Line Items] | ||||
Loan payable amount | $ 1,930,000 | |||
Maximum [Member] | Subsequent Event [Member] | ||||
Promissory Note to BitFuFu (Details) [Line Items] | ||||
Loan payable amount | $ 4,180,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Aug. 02, 2023 | Jul. 19, 2023 |
Subsequent Events (Details) [Line Items] | ||
Trust account | $ 120,000 | |
Loan installment amount | $ 360,000 |