Jupiter Wellness Acquisition (JWACR) 10-Q 13 May 22 2022 Q2 Quarterly report Financial data

Cover

Cover - $ / shares	6 Months Ended
	Mar. 31, 2022	May 13, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--09-30
Entity File Number	001-41126
Entity Registrant Name	JUPITER WELLNESS ACQUISITION CORP.
Entity Central Index Key	0001883799
Entity Tax Identification Number	87-2646504
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1061 E. Indiantown Road
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Jupiter
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33477
City Area Code	(561)
Local Phone Number	244-7100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Common stock, par value		$ 0.0001
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	JWAC
Security Exchange Name	NASDAQ
Rights, exchangeable for one-eighth of one share of Class A common stock
Title of 12(b) Security	Rights, exchangeable for one-eighth of one share of Class A common stock
Trading Symbol	JWACR
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		14,705,000
Common stock, par value	$ 0.0001
Common Class B [Member]
Entity Common Stock, Shares Outstanding		3,450,000
Common stock, par value	$ 0.0001

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2022	Sep. 30, 2021
Current assets
Cash	$ 1,245,647	$ 363,135
Prepaid expense	290,619	37,500
Cash and marketable securities held in Trust Account	139,367,155
Total current assets	140,903,421	400,635
Total assets	140,903,421	400,635
Current Liabilities
Accrued expense-related party	18,667	0
Accrued expense	99,687
Deferred underwriting fee	4,830,000
Total current liabilities	4,948,354
Non-current liabilities
Loan payable - related party		371,650
Total non-current liabilities		371,650
Total liabilities	4,948,354	371,650
Common stock subject to possible redemption, 13,800,000 shares at $10.10 per share	139,380,000
Stockholders' Equity (Deficit)
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, -0- shares issued and outstanding
Additional paid in capital		49,712
Retained (deficits)	(3,425,369)	(21,015)
Total Stockholders’ Equity (Deficit)	(3,424,933)	28,985
Total Liabilities and Stockholders’ Equity (Deficit)	140,903,421	400,635
Common Class A [Member]
Stockholders' Equity (Deficit)
Class B common stock, value	91
Common Class B [Member]
Stockholders' Equity (Deficit)
Class B common stock, value	$ 345	$ 288

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Sep. 30, 2021
Temporary Equity, Shares Outstanding	13,800,000
Temporary Equity, Redemption Price Per Share	$ 10.10
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A [Member]
Class A common stock, par value	$ 0.0001
Class B common stock, shares authorized	100,000,000	100,000,000
Class B common stock, shares outstanding	905,000	0
Class B common stock, shares issued	905,000	0
Common Class B [Member]
Class A common stock, par value	$ 0.0001
Class B common stock, shares authorized	10,000,000	10,000,000
Class B common stock, shares outstanding	3,450,000	2,875,000
Class B common stock, shares issued	3,450,000	2,875,000

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2022	Mar. 31, 2022
Operating expense
Officers compensation	$ 8,667	$ 18,667
General and administrative expenses	230,366	346,489
Total operating expense	239,033	365,156
Interest earned on marketable securities held in Trust Account	13,406	13,952
Unrealized loss from the trust account	(26,797)	(26,797)
Total other (loss)	(13,391)	(12,845)
Net (loss) before income tax	(252,424)	(378,001)
Income tax
Net income (loss)	$ (252,424)	$ (378,001)
Common Class A [Member]
Weighted average shares outstanding, basic and dilutive
Class B - Common stock	14,705,000	9,049,231
Basic and diluted net income (loss) per share
Class B - Common stock	$ (0.01)	$ (0.03)
Common Class B [Member]
Weighted average shares outstanding, basic and dilutive
Class B - Common stock	3,450,000	3,450,000
Basic and diluted net income (loss) per share
Class B - Common stock	$ (0.01)	$ (0.03)

Statements of Changes in Stockh

Statements of Changes in Stockholders' (Deficit) - USD ($)	Preferred Stock [Member]	Common Stock [Member]Common Class A [Member]	Common Stock [Member]Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Common Class A [Member]	Common Class B [Member]	Total
Beginning balance, value at Sep. 13, 2021
Ending balance, shares at Sep. 13, 2021
Beginning balance, shares at Sep. 13, 2021
Class B common stock issued for cash			$ 288	49,712				50,000
Stockholders' Equity, Other Shares			2,875,000
Net (loss)					(21,015)			(21,015)
Ending balance, value at Sep. 30, 2021			$ 288	49,712	(21,015)			$ 28,985
Ending balance, shares at Sep. 30, 2021			2,875,000			0	2,875,000
Ending balance, shares at Sep. 30, 2021								0
Net (loss)					(125,577)			$ (125,577)
Sale of 13,800,000 Units at IPO		$ 1,380		137,998,620				$ 138,000,000
Units sold		13,800,000						13,800,000
Stock Dividend			$ 57	(57)
Stock Dividends, Shares			575,000
Stock Dividend, amount			$ 57
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings								(57)
Offering Cost-Funds Flow				(3,155,917)				(3,155,917)
Class A units issued for Representative shares		$ 28		(28)
Representative shares issued		276,000
[custom:RepresentativeShares3Value]		$ 28
Adjustments to Additional Paid in Capital, Other								(28)
Deferred underwriting fee				(4,830,000)				(4,830,000)
Sale of 629,000 private units		$ 63		6,289,937				$ 6,290,000
Sale of private units		629,000						1,800,000
Common stock subject to possible redemption		$ (1,380)		(139,378,620)				$ (139,380,000)
Possible redemption shares		(13,800,000)
Reclassification from negative additional paid-in capital to accumulated deficit				3,026,353	(3,026,353)
Ending balance, value at Dec. 31, 2021		$ 91	345		(3,172,945)			(3,172,509)
Ending balance, shares at Dec. 31, 2021		905,000
Beginning balance, value at Sep. 30, 2021			$ 288	49,712	(21,015)			$ 28,985
Ending balance, shares at Sep. 30, 2021								0
Beginning balance, shares at Sep. 30, 2021			2,875,000			0	2,875,000
Net (loss)								$ (378,001)
Units sold								13,800,000
Sale of private units								1,800,000
Ending balance, value at Mar. 31, 2022		$ 91	$ 345		(3,425,369)			$ (3,424,933)
Ending balance, shares at Mar. 31, 2022		905,000				905,000	3,450,000
Beginning balance, value at Dec. 31, 2021		$ 91	345		(3,172,945)			(3,172,509)
Ending balance, shares at Dec. 31, 2021
Beginning balance, shares at Dec. 31, 2021		905,000
Net (loss)					(252,424)			(252,424)
Ending balance, value at Mar. 31, 2022		$ 91	$ 345		$ (3,425,369)			$ (3,424,933)
Ending balance, shares at Mar. 31, 2022		905,000				905,000	3,450,000

Statements of Changes in Stoc_2

Statements of Changes in Stockholders' (Deficit) (Parenthetical)	4 Months Ended
	Dec. 31, 2021shares
Statement of Stockholders' Equity [Abstract]
Sale of units at IPO	13,800,000
Sale of private units	629,000

Statement of Cash Flows

Statement of Cash Flows	6 Months Ended
	Mar. 31, 2022USD ($)
Cash flows from operating activities:
Net (loss)	$ (378,001)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Interest earned on marketable securities held in Trust Account	(13,952)
Unrealized loss from the trust account	26,797
Changes in operating assets and liabilities:
Prepaid expense	(253,119)
Accrued expense-related party	18,667
Accrued expense	99,687
Net cash (used in) operating activities	(499,921)
Cash flows from investing activities:
Investment of cash in Trust Account	(139,380,000)
Net cash (used in)  financing activities	(139,380,000)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts and offering expenses paid	134,844,083
Proceeds from sale of private units	6,290,000
Repayment to notes payable - related parties	(371,650)
Net cash provided by financing activities	140,762,433
Net increase/(decrease) in cash and cash equivalents	882,512
Cash and cash equivalents at the beginning of the period	363,135
Cash and cash equivalents at the end of the period	1,245,647
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes
Non-Cash investing and financing activities:
Initial classification of ordinary shares subject to possible redemption	139,380,000
Business combination marketing fee

Organization and Business Opera

Organization and Business Operations	6 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Jupiter Wellness Acquisition Corporation (the “Company”) is a blank check company incorporated on September 14, 2021 under the laws of the State of Delaware for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). The Company has not selected any potential business combination target, and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with the Company. While the Company may, subject to certain limitations, pursue a Business Combination target with operations or prospects in the digital healthcare and AI in medicine sector in the global market. As of March 31, 2022, the Company had not yet commenced any operations. All activity through March 31, 2022 relates to the Company’s formation, its initial Public Offering (as defined below) and search for a target for its initial Business Combination On December 9, 2021, the Company consummated its IPO of 13,800,000 $10.00 1,800,000 629,000 $10.00 $6,290,000 January 7, 2022, when the Company’s Units were separated and ceased to trade, and the shares of the Company’s Class A common stock and rights, which together comprised the Units, commenced trading separately with the ticker symbols “JWAC” and “JWAR,” respectively. Transaction costs amounted to $ 7,985,917 consisting of $ 2,760,000 in cash of underwriting commissions, $ 4,830,000 of business combination marketing fee, and $ 395,917 of other offering costs. In addition, as of December 9, 2021, cash of $1,630,676 was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% 50% Upon the closing of the IPO on December 9, 2021, the Company deposited $139,380,000 $10.10 185 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.10 The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to (i) waive its redemption rights with respect to their Private Placement Shares in connection with the completion of the Business Combination, (ii) waive its redemption rights with respect to their Private Placement Shares in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to redeem 100% Additionally, each public stockholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s second amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Company will have until 12 18 10 100% $50,000 The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares (as defined below) and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor 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 business combination marketing fees (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the 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 the IPO price per Unit ( $10.10 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by 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 (1) $10.10 Underwriting Agreement and Business Combination Marketing Agreement The Company engaged I-Bankers as the representative of the underwriters (the “Underwriters”) in the IPO of the Company’s Class A common stock, par value of $0.0001 per share (“Shares”), for $ 120 million 12,000,000 $10.00 1,800,000 $2,760,000 Upon the closing of the IPO, the Company issued to I-Bankers a five 414,000 $12.00 276,000 3.5% Liquidity and Capital Resources Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since competed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the date that the financial statement was issued, and therefore substantial doubt has been alleviated. Going Concern Consideration The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern GAAP Risks and Uncertainties Management continues to evaluate 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 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 this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 ─ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act and modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company had $1,245,647 Marketable Securities Held in Trust Account At March 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. At March 31, 2022, $139,367,155 Offering Costs Associated with the IPO The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $7,985,917 $2,760,000 $4,830,000 $395,917 $7,985,917 Class A Common Stock Subject to Possible Redemption All of the 13,800,000 $139,380,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Business Combination Marketing Fee Pursuant to the business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5% Stock-Based Compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On September 14, 2021, the inception date, the Company adopted Accounting Standards Update (“ASU”) No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of March 31, 2022. Deferred tax assets were deemed to be de minimis as of March 31, 2022. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2022. Warrants ASC 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the warrants to I-Bankers do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480. The warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Such guidance provides that because the warrants meet the criteria for equity treatment. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

PUBLIC OFFERING

PUBLIC OFFERING	6 Months Ended
	Mar. 31, 2022
Public Offering
PUBLIC OFFERING	NOTE 3 ─ PUBLIC OFFERING At the IPO, the Company sold 13,800,000 $10.00 1,800,000 $138,000,000 A total of $139,380,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 ─ RELATED PARTY TRANSACTIONS Founder Shares On September 20, 2021, the Sponsor purchased 2,875,000 $50,000 In December 2021, the Company effected a 0.2 for 1 575,000 3,450,000 The Founder Shares include an aggregate of up to 450,000 20% Private Placement Concurrently with the closing of the IPO, the Sponsor and the Underwriters purchased an aggregate of 629,000 $6,290,000 The Private Placement Units (including the underlying Private Placement Rights, the Private Placement Shares and the shares of Class A common stock issuable upon conversion of the Private Placement Rights) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except as described under the section of the IPO prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Units”). Following such period, the Private Placement Units (including the underlying Private Placement Rights, the Private Placement Shares and the shares of Class A common stock issuable upon conversion of the Private Placement Rights) will be transferable, assignable or salable, except that the Private Placement Units will not trade. Accrued Expenses - Related Parties Pursuant to the executed Offer Letters, the Company agreed to pay the Company’s Chief Financial Officer $5,000 $18,667 0 Sponsor Note Payable As of September 30, 2021, the Company had a loan payable to the Sponsor in amount of $371,650 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million $10.00

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 ─ COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Units (and their underlying securities), the Representative Shares, the Representative Warrants (and their underlying securities), the 300,000 Underwriting Agreement The Company had granted the Underwriters a 30-day option from the date of IPO to purchase up to 1,800,000 Simultaneously upon the closing of the IPO, the Underwriters exercised the over-allotment option in full. As such, the Underwriters were paid an underwriting discount and commission of $0.20 2,760,000 $4,830,000

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 ─ STOCKHOLDERS’ EQUITY The Company is authorized to issue a total of 111,000,000 110,000,000 100,000,000 10,000,000 1,000,000 As of March 31, 2022, there were 905,000 3,450,000 0.2 for 1 13,800,000 Of the 3,450,000 450,000 20% As of March 31, 2022, no share of Preferred Stock was issued or outstanding. The designations, voting and other rights and preferences of the Preferred Stock may be determined from time to time by the Company’s board of directors. Rights Each holder of a right will receive one-eighth (1/8) of one share of Class A common stock upon consummation of a Business Combination. In the event the Company will not be the surviving entity upon completion of the Company’s initial Business Combination, each holder of a public right will automatically receive the 1/8 share of Class A common stock underlying such public right (without paying any additional consideration); and each holder of a Private Placement Right or right underlying Units to be issued upon conversion of the Working Capital Loans will be required to affirmatively convert its rights in order to receive the 1/8 share of Class A common stock underlying each right (without paying any additional consideration). If the Company is unable to complete an initial Business Combination within the required time period and public stockholders redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any such funds in exchange for their rights and the rights will expire worthless. The Company will not issue fractional shares upon conversion of the rights. If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exchange, comply with Section 155 of the Delaware General Corporation Law. The Company will make the determination of how to treat fractional shares at the time of its initial Business Combination and will include such determination in the proxy materials that it will send to stockholders for their consideration of such initial Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Representative Warrants and Representative Shares Upon the closing of the IPO, the Company issued to the Underwriters Representative Warrants, the exercise price of which will be $12.00 276,000 The Representative Warrants shall be exercisable, in whole or in part, commencing the later of December 9, 2022 and the closing of the Company’s initial Business Combination and terminating on December 9, 2026. The Company accounted for the 414,000 $1,087,164 35% 1.18% Warrants grants to holders demand and “piggy back” rights for periods of five and seven years from December 9, 2021. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of shares issuable upon exercise of the Representative Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the Representative Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. The Underwriters agreed not to transfer, assign or sell any of the Representative Shares without the Company’s prior written consent until the completion of the Business Combination. The Underwriters agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within Combination Period. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following December 9, 2021 pursuant to FINRA Rule 5110(e)(1).

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7 ─ SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
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 and modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company had $1,245,647
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. At March 31, 2022, $139,367,155
Offering Costs Associated with the IPO	Offering Costs Associated with the IPO The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. The Company incurred offering costs amounting to $7,985,917 $2,760,000 $4,830,000 $395,917 $7,985,917
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the 13,800,000 $139,380,000
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage corporation limit of $250,000
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Business Combination Marketing Fee	Business Combination Marketing Fee Pursuant to the business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business Combination and will pay I-Bankers a cash fee for such marketing services upon the consummation of the Business Combination in an amount equal to, in the aggregate, 3.5%
Stock-Based Compensation	Stock-Based Compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On September 14, 2021, the inception date, the Company adopted Accounting Standards Update (“ASU”) No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of March 31, 2022. Deferred tax assets were deemed to be de minimis as of March 31, 2022. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2022.
Warrants	Warrants ASC 480 requires a reporting entity to classify certain freestanding financial instruments as liabilities (or in some cases as assets). ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the warrants to I-Bankers do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480. The warrants were issued in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Such guidance provides that because the warrants meet the criteria for equity treatment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Organization and Business Ope_2

Organization and Business Operations (Details Narrative)	Dec. 10, 2021USD ($)shares	Dec. 31, 2021USD ($)shares	Dec. 31, 2021shares	Mar. 31, 2022USD ($)$ / sharesshares	Dec. 09, 2021USD ($)$ / sharesshares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
IPO Units | shares	13,800,000	13,800,000		13,800,000
Price per unit | $ / shares					$ 10
Units issued full exercise by underwrtiers | shares	1,800,000	1,800,000		1,800,000
Private placement units | shares		629,000	629,000	629,000
Gross proceeds		$ 6,290,000		$ 6,290,000
Transaction costs				7,985,917
Underwriting commissions	$ 2,760,000			2,760,000
Business combination marketing fee				4,830,000
Other offering costs				$ 395,917
Capital outside trust account					$ 1,630,676
Fair market value of net assets				80.00%
Post transaction ownership				50.00%
Amount deposited					$ 139,380,000
Price per unit sold | $ / shares				$ 10.10	$ 10.10
Maturity Investment account	185 days
Net Tangible Assets for Acquisition					$ 5,000,001
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Redemption Restriction, Percentage				100.00%
Business combination period					12 months
Business combination period extended					18 months
Interest Income, Money Market Deposits				$ 50,000
IPO listing price					$ 120,000,000
IPO listing units | shares					12,000,000
Warrants terms					5 years
Shares of Class A to purchase | shares					414,000
Representative warrants price per share | $ / shares					$ 12
Representative shares issued | shares					276,000
Percent of gross proceeds used for Business Combination marketing services					0.035

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Dec. 10, 2021	Dec. 31, 2021	Mar. 31, 2022
Accounting Policies [Abstract]
Cash			$ 1,245,647
Fair value of investment in trust account			139,367,155
Transaction costs			7,985,917
Underwriting commissions	$ 2,760,000		2,760,000
Business combination marketing fee			4,830,000
Other offering costs			$ 395,917
IPO shares	13,800,000	13,800,000	13,800,000
Proceeds from Issuance Initial Public Offering	$ 138,000,000		$ 139,380,000
FDIC Indemnification Asset			$ 250,000
Aggregate percent of cash fee for marketing services			3.50%

PUBLIC OFFERING (Details Narrat

PUBLIC OFFERING (Details Narrative) - USD ($)	Dec. 10, 2021	Dec. 31, 2021	Mar. 31, 2022	Dec. 09, 2021
Public Offering
Units sold	13,800,000	13,800,000	13,800,000
Sale of Stock, Price Per Share				$ 10
Stock Issued During Period, Shares, New Issues	1,800,000	1,800,000	1,800,000
Proceeds from Issuance Initial Public Offering	$ 138,000,000		$ 139,380,000
Company net proceeds of IPO and private placement sale				$ 139,380,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative)	1 Months Ended	3 Months Ended		4 Months Ended		6 Months Ended
	Dec. 31, 2021shares	Mar. 31, 2022USD ($)	Dec. 31, 2021USD ($)shares	Mar. 31, 2022USD ($)	Dec. 31, 2021shares	Mar. 31, 2022USD ($)shares	Dec. 09, 2021$ / shares	Sep. 30, 2021USD ($)	Sep. 20, 2021USD ($)shares
[custom:SharesPurchase-0] | shares									2,875,000
[custom:SharesPurchaseValue-0] | $									$ 50,000
Stockholders' Equity Note, Stock Split, Conversion Ratio	0.2
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares | shares						3,450,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Other Increases (Decreases) in Period | shares						450,000
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners							20.00%
Partners' Capital Account, Units, Sold in Private Placement | shares			629,000		629,000	629,000
Proceeds from Issuance of Private Placement | $			$ 6,290,000			$ 6,290,000
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $		$ 8,667		$ 5,000		18,667
Accounts Payable, Related Parties, Current | $		$ 18,667		$ 18,667		18,667		$ 0
Due to Related Parties, Current | $								$ 371,650
[custom:WorkingCapitalLoans] | $						$ 1,500,000
Sale of Stock, Price Per Share | $ / shares							$ 10
Common Class B [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	0.2
Stock Dividends, Shares | shares	575,000
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares | shares	3,450,000					3,450,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Dec. 10, 2021	Dec. 31, 2021	Mar. 31, 2022	Mar. 31, 2022	Dec. 09, 2021
Commitments and Contingencies Disclosure [Abstract]
Incremental Common Shares Attributable to Dilutive Effect of Contingently Issuable Shares			300,000
Stock Issued During Period, Shares, New Issues	1,800,000	1,800,000		1,800,000
Share Price					$ 0.20
Investment Banking, Advisory, Brokerage, and Underwriting Fees and Commissions	$ 2,760,000			$ 2,760,000
Advertising Expense				$ 4,830,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative)	Dec. 10, 2021shares	Dec. 31, 2021shares	Dec. 31, 2021USD ($)shares	Mar. 31, 2022shares	Dec. 09, 2021$ / sharesshares	Sep. 30, 2021shares
Class of Stock [Line Items]
[custom:CompanyTotalAuthorizedShares-0]				111,000,000
Preferred Stock, Shares Authorized				1,000,000		1,000,000
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares				3,450,000
Stockholders' Equity Note, Stock Split, Conversion Ratio		0.2
Units sold	13,800,000		13,800,000	13,800,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Other Increases (Decreases) in Period				450,000
Founder shares percent of Caompany issued and outstanding shares					20.00%
Representative warrants exercise price | $ / shares					$ 12
Representative shares					276,000
Representative warrants					414,000
Fair value of representative shares | $			$ 1,087,164
Expected volatility			35.00%
Risk-free interest rate			1.18%
Common Stock [Member]
Class of Stock [Line Items]
Common stock, authorized				110,000,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock, authorized				100,000,000		100,000,000
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares				905,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock, authorized				10,000,000		10,000,000
Stockholders' Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares		3,450,000		3,450,000
Stockholders' Equity Note, Stock Split, Conversion Ratio		0.2