Cover
Cover - $ / shares | 9 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
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 or Stated Value Per Share | $ 0.0001 | $ 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 or Stated Value Per Share | $ 0.0001 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 3,450,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Current assets | ||
Cash | $ 896,510 | $ 363,135 |
Prepaid expense | 248,596 | 37,500 |
Cash and marketable securities held in Trust Account | 139,558,041 | |
Total current assets | 140,703,147 | 400,635 |
Total assets | 140,703,147 | 400,635 |
Current Liabilities | ||
Accrued expense - related party | 13,667 | 0 |
Accrued expense | 3,478 | |
Deferred underwriting fee | 4,830,000 | |
Total current liabilities | 4,847,145 | |
Non-current liabilities | ||
Loan payable - related party | 371,650 | |
Total non-current liabilities | 371,650 | |
Total liabilities | 4,847,145 | 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 | 49,655 | |
Retained (deficits) | (3,524,434) | (21,015) |
Total Stockholders’ Equity (Deficit) | (3,523,998) | 28,985 |
Total Liabilities and Stockholders’ Equity (Deficit) | 140,703,147 | 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 | $ 345 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 stock, par value | $ 0.0001 | |
Common Class A [Member] | ||
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] | ||
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 | 3,450,000 |
Class B common stock, shares issued | 3,450,000 | 3,450,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Operating expense | ||
Officers compensation | $ 15,000 | $ 33,667 |
General and administrative expenses | 274,951 | 621,440 |
Total operating expense | 289,951 | 655,107 |
Other income (loss): | 190,886 | 178,041 |
Net income (loss) | $ (99,065) | $ (477,066) |
Common Class A [Member] | ||
Weighted average shares outstanding, basic and dilutive | ||
Class B - Common stock | 14,705,000 | 10,934,487 |
Basic and diluted net income (loss) per share | ||
Class B - Common stock | $ 0.01 | $ (0.02) |
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 | $ (0.02) | $ (0.05) |
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. 30, 2021 | $ 345 | $ 49,655 | $ (21,015) | $ 28,985 | ||||
Preferred Stock, Shares Outstanding, Beginning Balance at Sep. 30, 2021 | 0 | |||||||
Common Stock, Shares, Outstanding, Beginning Balance at Sep. 30, 2021 | 3,450,000 | 0 | 3,450,000 | |||||
Sale of 13,800,000 Units at IPO | $ 1,380 | 137,998,620 | $ 138,000,000 | |||||
Sale of 13,800,000 Units at IPO, shares | 13,800,000 | |||||||
Offering Cost-Funds Flow | (3,155,917) | (3,155,917) | ||||||
Class A units issued for Representative shares | $ 28 | (28) | ||||||
Class A units issued for Representative shares, shares | 276,000 | |||||||
Deferred underwriting fee | (4,830,000) | (4,830,000) | ||||||
Sale of 629,000 private units | $ 63 | 6,289,937 | 6,290,000 | |||||
Sale of 629,000 private units, shares | 629,000 | |||||||
Common stock subject to possible redemption | $ (1,380) | (139,378,620) | (139,380,000) | |||||
Common stock subject to possible redemption, shares | (13,800,000) | |||||||
Reclassification from negative additional paid-in capital to accumulated deficit | 3,026,353 | (3,026,353) | ||||||
Net (loss) | (125,577) | (125,577) | ||||||
Ending balance, value at Dec. 31, 2021 | $ 91 | $ 345 | (3,172,945) | (3,172,509) | ||||
Preferred Stock, Shares Outstanding, Ending Balance at Dec. 31, 2021 | ||||||||
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 905,000 | 3,450,000 | ||||||
Beginning balance, value at Sep. 30, 2021 | $ 345 | 49,655 | (21,015) | $ 28,985 | ||||
Preferred Stock, Shares Outstanding, Beginning Balance at Sep. 30, 2021 | 0 | |||||||
Common Stock, Shares, Outstanding, Beginning Balance at Sep. 30, 2021 | 3,450,000 | 0 | 3,450,000 | |||||
Sale of 13,800,000 Units at IPO, shares | 13,800,000 | |||||||
Offering Cost-Funds Flow | $ (3,155,917) | |||||||
Net (loss) | (477,066) | |||||||
Ending balance, value at Jun. 30, 2022 | $ 91 | $ 345 | (3,524,434) | $ (3,523,998) | ||||
Preferred Stock, Shares Outstanding, Ending Balance at Jun. 30, 2022 | 0 | |||||||
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 905,000 | 3,450,000 | 905,000 | 3,450,000 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 91 | $ 345 | (3,172,945) | $ (3,172,509) | ||||
Preferred Stock, Shares Outstanding, Beginning Balance at Dec. 31, 2021 | ||||||||
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 905,000 | 3,450,000 | ||||||
Net (loss) | (252,424) | (252,424) | ||||||
Ending balance, value at Mar. 31, 2022 | $ 91 | $ 345 | (3,425,369) | (3,424,933) | ||||
Preferred Stock, Shares Outstanding, Ending Balance at Mar. 31, 2022 | ||||||||
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 905,000 | 3,450,000 | ||||||
Net (loss) | (99,065) | (99,065) | ||||||
Ending balance, value at Jun. 30, 2022 | $ 91 | $ 345 | $ (3,524,434) | $ (3,523,998) | ||||
Preferred Stock, Shares Outstanding, Ending Balance at Jun. 30, 2022 | 0 | |||||||
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 905,000 | 3,450,000 | 905,000 | 3,450,000 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' (Deficit) (Parenthetical) | 3 Months Ended |
Dec. 31, 2021 shares | |
Common Class A [Member] | Common Stock [Member] | |
Sale of 13,800,000 Units at IPO, shares | 13,800,000 |
Sale of 629,000 private units, shares | 629,000 |
Statement of Cash Flows
Statement of Cash Flows | 9 Months Ended |
Jun. 30, 2022 USD ($) | |
Cash flows from operating activities: | |
Net (loss) | $ (477,066) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |
Interest earned on marketable securities held in Trust Account | (14,103) |
Unrealized (gain) / loss from the trust account | (163,938) |
Changes in operating assets and liabilities: | |
Prepaid expense | (211,096) |
Accrued expense-related party | 13,667 |
Accrued expense | 3,478 |
Net cash (used in) operating activities | (849,058) |
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 | 533,375 |
Cash and cash equivalents at the beginning of the period | 363,135 |
Cash and cash equivalents at the end of the period | 896,510 |
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 |
Deferred Underwriting Fee | $ 4,830,000 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Jun. 30, 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 June 30, 2022, the Company had not yet commenced any operations. All activity through June 30, 2022 relates to the Company’s formation and the its initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected September 30 as its fiscal year end. 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 Transaction costs amounted to $ 7,985,917 2,760,000 4,830,000 395,917 $1,630,676 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% 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 15% 1,800,000 $2,760,000 2.0% Upon the closing of the IPO, the Company issued to I-Bankers a five 414,000 3.0% $12.00 276,000 In addition, under a 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% 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 | 9 Months Ended |
Jun. 30, 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 $ 896,510 363,135 Marketable Securities Held in Trust Account At June 30, 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. $ 139,558,041 0 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 3,155,917 4,830,000 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 June 30, 2022 or September 31, 2021. Deferred tax assets were deemed to be de minimis as of June 30, 2022 and September 30, 2021. 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 June 30, 2022 and September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 period ended June 30, 2022 and September 30, 2021. 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 | 9 Months Ended |
Jun. 30, 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 | 9 Months Ended |
Jun. 30, 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 Accrued Expenses - Related Parties Pursuant to the executed Offer Letters, the Company agreed to pay the Company’s Chief Financial Officer $ 5,000 13,667 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 | 9 Months Ended |
Jun. 30, 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 10 Underwriting Agreement The Company had granted the Underwriters a 30 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 | 9 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 ─ STOCKHOLDERS’ EQUITY The Company is authorized to issue a total of 111,000,000 0.0001 110,000,000 100,000,000 10,000,000 1,000,000 As of June 30, 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 June 30, 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 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 2.626 35% 1.18% 180 The Representative 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 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 $ 896,510 363,135 |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 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. $ 139,558,041 0 |
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 3,155,917 4,830,000 |
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 June 30, 2022 or September 31, 2021. Deferred tax assets were deemed to be de minimis as of June 30, 2022 and September 30, 2021. 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 June 30, 2022 and September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 period ended June 30, 2022 and September 30, 2021. |
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) - USD ($) | 9 Months Ended | ||
Dec. 10, 2021 | Jun. 30, 2022 | Dec. 09, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
IPO Units | 13,800,000 | 13,800,000 | |
Price per unit | $ 10 | ||
Over-allotment option | 1,800,000 | ||
Private placement units | 629,000 | ||
Gross proceeds | $ 6,290,000 | ||
Asset Acquisition, Consideration Transferred, Transaction Cost | 7,985,917 | $ 7,985,917 | |
Underwriting commissions | 2,760,000 | 2,760,000 | |
Advertising Expense | 4,830,000 | 4,830,000 | |
Other Cost and Expense, Operating | $ 395,917 | $ 395,917 | |
Banking Regulation, Total Capital, Actual | $ 1,630,676 | ||
Fair market value of net assets | 80% | ||
Post transaction ownership | 50% | ||
Amount deposited | $ 139,380,000 | ||
Price per unit sold | $ 10.10 | ||
Maturity Investment account | 185 days | ||
Net Tangible Assets for Acquisition | $ 5,000,001 | ||
Company obligation to redeem | 100% | ||
Business combination period | 12 months | ||
Business combination period extended | 18 months | ||
[custom:BusinessCombination] | 10 days | ||
Interest to pay dissolution expenses | $ 50,000 | ||
IPO listing price | $ 120,000,000 | ||
IPO listing units | 12,000,000 | ||
Percentage of over-allotment units | 15% | ||
Percentage of gross proceeds raised for services | 2% | ||
Warrants terms | 5 years | ||
Shares of Class A to purchase | 414,000 | ||
Representative Warrants percent | 3% | ||
Representative warrants price per share | $ 12 | ||
Representative shares issued | 276,000 | ||
Gross proceeds of the IPO | 3.50% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 10, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Dec. 09, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | |||||
Cash | $ 896,510 | $ 363,135 | |||
Cash, Cash Equivalents, and Short-Term Investments | 139,558,041 | $ 0 | |||
Transaction costs | $ 7,985,917 | 7,985,917 | |||
Underwriting commissions | 2,760,000 | 2,760,000 | |||
Business combination marketing fee | 4,830,000 | 4,830,000 | |||
Other offering costs | $ 395,917 | 395,917 | |||
Offering cost - stockholders equity | $ 3,155,917 | 3,155,917 | |||
Offering costs - current liabilities | $ 4,830,000 | ||||
IPO shares | 13,800,000 | 13,800,000 | |||
Temporary equity | $ 138,000,000 | $ 139,380,000 | |||
Federal depository insurance coverage limit | $ 250,000 | ||||
Gross proceeds of the IPO | 3.50% |
PUBLIC OFFERING (Details Narrat
PUBLIC OFFERING (Details Narrative) - USD ($) | 9 Months Ended | ||
Dec. 10, 2021 | Jun. 30, 2022 | Dec. 09, 2021 | |
Public Offering | |||
Sale of 13,800,000 Units at IPO, shares | 13,800,000 | 13,800,000 | |
Sale of Stock, Price Per Share | $ 10 | ||
Stock Issued During Period, Shares, New Issues | 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 | 7 Months Ended | 9 Months Ended | ||||
Dec. 10, 2021 USD ($) shares | Dec. 31, 2021 shares | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) shares | Dec. 09, 2021 $ / shares | Sep. 30, 2021 USD ($) | Sep. 20, 2021 USD ($) shares | |
Shares sponsor purchased | shares | 2,875,000 | |||||||
Aggregate purchase price | $ | $ 50,000 | |||||||
Stock dividend | 0.2 | |||||||
Commonn shares outstanding | shares | 3,450,000 | |||||||
Founder shares | shares | 450,000 | 450,000 | ||||||
Founder shares ownership | 20% | |||||||
Private placement units | shares | 629,000 | |||||||
Generating gross proceeds | $ | $ 6,290,000 | |||||||
Private Placement rights | 30 days | |||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ | $ 15,000 | $ 5,000 | $ 33,667 | |||||
Accrued expenses related parties | $ | $ 13,667 | $ 13,667 | 13,667 | $ 0 | ||||
Loan payable to the Sponsor | $ | $ 371,650 | |||||||
Working capital loans | $ | $ 1,500,000 | |||||||
Private placement-equivalent units price | $ / shares | $ 10 | |||||||
Common Class B [Member] | ||||||||
Stock dividend | 0.2 | |||||||
Shares used in stock dividend | shares | 575,000 | |||||||
Commonn shares outstanding | shares | 3,450,000 | 3,450,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |||
Dec. 19, 2021 | Dec. 10, 2021 | Jun. 30, 2022 | Dec. 09, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Class A common stock issuable | 300,000 | |||
Days following the Business Combination | 10 days | |||
Days granted to purchase additional units | 30 days | |||
Additional Units to cover over-allotments | 1,800,000 | |||
Underwriting discount and commission per unit | $ 0.20 | |||
Underwriting discount and commission aggregate payable | $ 2,760,000 | $ 2,760,000 | ||
Advertising Expense | $ 4,830,000 | $ 4,830,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 1 Months Ended | 9 Months Ended | ||||
Dec. 10, 2021 USD ($) shares | Dec. 31, 2021 shares | Jun. 30, 2022 $ / shares shares | Aug. 11, 2022 $ / shares | Dec. 09, 2021 $ / shares shares | Sep. 30, 2021 shares | |
Class of Stock [Line Items] | ||||||
Authorized shares | 111,000,000 | |||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||
Class B common stock outstanding | 3,450,000 | |||||
Dividend | 0.2 | |||||
Sale of 13,800,000 Units at IPO, shares | 13,800,000 | 13,800,000 | ||||
Class B common stock subject to forfeiture | 450,000 | 450,000 | ||||
Founder shares percent of Caompany issued and outstanding shares | 20% | |||||
Common Stock, Terms of Conversion | 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). | |||||
Warrants price per share | $ / shares | $ 12 | |||||
Representative shares | 276,000 | |||||
Representative warrants | 414,000 | |||||
Fair value of representative shares | $ | $ 1,087,164 | |||||
Expected volatility | 35% | |||||
Risk-free interest rate | 1.18% | |||||
Lock up period | 180 days | |||||
Representative Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants price per share | $ / shares | $ 2.626 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, authorized | 110,000,000 | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Par value | $ / shares | $ 0.0001 | |||||
Common stock, authorized | 100,000,000 | 100,000,000 | ||||
Class B common stock outstanding | 905,000 | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Par value | $ / shares | $ 0.0001 | |||||
Common stock, authorized | 10,000,000 | 10,000,000 | ||||
Class B common stock outstanding | 3,450,000 | 3,450,000 | ||||
Dividend | 0.2 |