Cover
Cover - shares | 12 Months Ended | |
Sep. 30, 2022 | Dec. 30, 2022 | |
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | FY | |
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 Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
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 | |
Auditor Firm ID | 206 | |
Auditor Name | MaloneBailey, LLP | |
Auditor Location | Houston, Texas | |
Class A common stock, par value $0.0001 per share | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | JWAC | |
Security Exchange Name | NASDAQ | |
Rights, exchangeable for one-eighth of one share of Class A common stock | ||
Title of 12(b) Security | Rights, exchangeable for one-eighth of one share of Class A common stock | |
Trading Symbol | JWACR | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 14,705,000 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 3,450,000 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 | |
Current assets | |||
Cash | $ 610,382 | $ 363,135 | |
Prepaid expense | 251,085 | 37,500 | |
Cash and marketable securities held in Trust Account | 140,173,416 | ||
Total current assets | 141,034,883 | 400,635 | |
Total assets | 141,034,883 | 400,635 | |
Current Liabilities | |||
Accrued expense-related party | 8,667 | ||
Accrued expense | 40,000 | ||
Deferred underwriting fee | 4,830,000 | ||
Total current liabilities | 4,878,667 | ||
Non-current liabilities | |||
Loan payable - related party | 371,650 | ||
Total non-current liabilities | 371,650 | ||
Total liabilities | 4,878,667 | 371,650 | |
Commitments | |||
Common stock subject to possible redemption, 13,800,000 shares at $10.14 per share | 139,973,416 | ||
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) | (3,817,636) | (21,015) | |
Total Stockholders’ Equity (Deficit) | (3,817,200) | 28,985 | |
Total Liabilities and Stockholders’ Equity (Deficit) | 141,034,883 | 400,635 | |
Common Class A [Member] | |||
Non-current liabilities | |||
Common stock subject to possible redemption, 13,800,000 shares at $10.14 per share | 139,380,000 | ||
Stockholders’ Equity (Deficit) | |||
Common stock, value | 91 | ||
Common Class B [Member] | |||
Stockholders’ Equity (Deficit) | |||
Common stock, value | [1] | $ 345 | $ 345 |
[1]In December 2021, the Company effected a dividend of 575,000 3,450,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 |
Temporary equity, redemption shares | 13,800,000 | 13,800,000 |
Temporary Equity, Redemption Price Per Share | $ 10.14 | $ 10.14 |
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, authorized | 110,000,000 | |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Class B common stock, shares issued | 905,000 | 0 |
Common stock, shares outstanding | 905,000 | 0 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 10,000,000 | 10,000,000 |
Class B common stock, shares issued | 3,450,000 | 3,450,000 |
Common stock, shares outstanding | 3,450,000 | 3,450,000 |
Statements of Operations
Statements of Operations - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Operating expense | ||
Officers compensation | $ 48,667 | |
General and administrative expenses | 21,015 | 921,601 |
Total operating expense | 21,015 | 970,268 |
Other income | 793,416 | |
Net loss | $ (21,015) | $ (176,852) |
Common Class A [Member] | ||
Weighted average shares outstanding, basic and dilutive | ||
Weighted average shares outstanding, basic and dilutive shares | 11,884,863 | |
Basic and diluted net loss per share | ||
Basic and diluted net loss per share | $ (0.01) | $ (0.01) |
Common Class B [Member] | ||
Weighted average shares outstanding, basic and dilutive | ||
Weighted average shares outstanding, basic and dilutive shares | 3,450,000 | 3,450,000 |
Basic and diluted net loss per share | ||
Basic and diluted net loss per share | $ (0.01) | $ (0.01) |
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] | Total |
Beginning balance, value at Sep. 12, 2021 | ||||||
Beginning balance, shares at Sep. 12, 2021 | ||||||
Class B common stock issued for cash | $ 345 | 49,655 | 50,000 | |||
Class B common stock issued for cash, shares | 3,450,000 | |||||
Net loss | (21,015) | (21,015) | ||||
Ending balance, value at Sep. 30, 2021 | $ 345 | 49,598 | (21,015) | 28,985 | ||
Ending balance, shares at Sep. 30, 2021 | 3,450,000 | |||||
Net loss | (176,852) | (176,852) | ||||
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 | 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) | ||||
Accretion for Class A common stock to redemption amount | (593,416) | (593,416) | ||||
Ending balance, value at Sep. 30, 2022 | $ 91 | $ 345 | $ (3,817,636) | $ (3,817,200) | ||
Ending balance, shares at Sep. 30, 2022 | 905,000 | 3,450,000 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' (Deficit) (Parenthetical) - shares | 12 Months Ended | |
Dec. 09, 2021 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Sale of Units at IPO, shares | 13,800,000 | |
Sale of private units, shares | 629,000 | 629,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (21,015) | $ (176,852) |
Adjustments to reconcile net income to net cash | ||
Interest earned on marketable securities held in Trust Account | (325,498) | |
Unrealized gain from the trust account | (467,918) | |
Changes in operating assets and liabilities: | ||
Prepaid expense | (37,500) | (213,585) |
Accrued expense-related party | 8,667 | |
Accrued expense | 40,000 | |
Net cash (used in) operating activities | (58,515) | (1,135,186) |
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 | |
Proceeds from sales of class B common stock | 50,000 | |
Proceeds (Repayment) to notes payable - related parties | 371,650 | (371,650) |
Net cash provided by financing activities | 421,650 | 140,762,433 |
Net increase/(decrease) in cash and cash equivalents | 363,135 | 247,247 |
Cash and cash equivalents at the beginning of the period | 363,135 | |
Cash and cash equivalents at the end of the period | 363,135 | 610,382 |
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 | |
Accretion for Class A common stock to redemption amount | $ 593,416 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Sep. 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”). On October 26, 2022, the Company identified a target company for a Business Combination and activities in connection with the proposed acquisition of Chijet Inc., a Cayman Islands exempted company (see Note 7). The Company will not generate any operating revenues until after consummation of the initial 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. As of September 30, 2022, the Company had not yet commenced any operations. All activity through September 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 Note 1 — Organization and Business Operations (Continued) 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 months from the closing of the IPO (or 18 months from the closing of the IPO if the Company may extend the period of time to consummate a Business Combination) (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100 50,000 Note 1 — Organization and Business Operations (Continued) 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 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-year warrant to purchase 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 Note 1 — Organization and Business Operations (Continued) 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 | 12 Months Ended |
Sep. 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. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Emerging Growth Company Status (Continued) 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 $ 610,382 363,135 Marketable Securities Held in Trust Account At September 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 statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. $ 140,173,416 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 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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. Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statement of operations includes a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the redeemable shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 77.50 22.50 0 100 The earnings per share presented in the statement of operations is based on the following: SCHEDULE OF NET LOSS PER COMMON SHARE For the year ended September 30, 2022 For the period from September 14, 2020 (Inception) to September 30, 2021 Numerator: Net loss $ (176,852 ) $ (21,015 ) Denominator: Denominator for basic earnings per share - Class A- Weighted-average common shares issued and outstanding during the period 11,884,863 - Denominator for basic earnings per share - Class B- Weighted-average common shares issued and outstanding during the period 3,450,000 3,450,000 Weighted-average common shares issued and outstanding during the period 3,450,000 3,450,000 Basic and diluted loss per share $ (0.01 ) $ (0.01 ) Diluted loss per share $ (0.01 ) $ (0.01 ) Basic and diluted loss per share $ (0.01 ) $ (0.01 ) As of September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. 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. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes (continued) 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 September 30, 2022 or September 31, 2021. Deferred tax assets were deemed to be de minimis as of September 30, 2022 and 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 September 30, 2022 and 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 year ended September 30, 2022 and for the Period from September 14, 2021 (inception) through 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 | 12 Months Ended |
Sep. 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 Each Unit consists of one share of Class A common stock of the Company, par value $ 0.0001 A total of $ 139,380,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 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 stock dividend for each share of Class B common stock outstanding (which has been accounted for as a stock split) of 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 8,667 0 Sponsor Note Payable As of September 30, 2021, the Company had a loan payable to the Sponsor in amount of $ 371,650 NOTE 4 — RELATED PARTY TRANSACTIONS (Continued) 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 10.00 no |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 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 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 | 12 Months Ended |
Sep. 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 NOTE 6 — STOCKHOLDERS’ EQUITY (Continued) As of September 30, 2022, there were 905,000 3,450,000 0.2 for 1 stock dividend for each share of Class B common stock outstanding 13,800,000 Of the 3,450,000 450,000 20 As of September 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. NOTE 6 — STOCKHOLDERS’ EQUITY (Continued) Representative Warrants and Representative Shares (Continued) The Company accounted for the 414,000 1,087,164 2.626 35 1.18 five years 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 days immediately following December 9, 2021 pursuant to FINRA Rule 5110(e)(1). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 — Subsequent Events On October 26, 2022, Jupiter Wellness Acquisition Corp., a blank check, special purpose acquisition company incorporated as a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing that the Company has entered into a definitive Business Combination Agreement (the “BCA”) on October 25, 2022, with Chijet Inc., a Cayman Islands exempted company (together with its subsidiaries, “Chijet”), each of the referenced holders of Chijet’s outstanding capital shares (collectively, the “Sellers”) and certain other parties formed in connection with the transactions contemplated by the BCA (the “Business Combination”), including Chijet Motor Company, Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Chijet (“Pubco”). Chijet indirectly holds controlling interests in Shandong Baoya New Energy Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and manufacturer of electric vehicles and FAW Jilin Automobile Co., Ltd., a Chinese company (“FAW Jilin”), which manufactures and sells traditional fuel vehicles. Subject to the terms and conditions of the BCA, Pubco will acquire all of the issued and outstanding shares of Chijet from the Sellers (“Purchased Shares”) in exchange for ordinary shares of Pubco and Chijet shall surrender for no consideration its shares in Pubco, such that Chijet becomes a wholly owned subsidiary of Pubco and the Sellers become shareholders of Pubco (the “Share Exchange”). Immediately thereafter, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity, as a result of which, (i) the Company shall become a wholly owned subsidiary of Pubco, and (ii) each issued and outstanding security of the Company immediately prior to the consummation of the Business Combination shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco (and with the holders of the Company’s publicly traded shares of Class A common stock, par value $ 0.0001 Pursuant to the BCA, at the closing, Pubco shall issue and deliver to the Sellers an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value equal to One Billion Six Hundred Million U.S. Dollars ($ 1,600,000,000 674,000,000 On December 5, 2022, the company issued an unsecured promissory note (the “ Note 1,380,000 In connection with the issuance of the Note, on December 5, 2022, the Company deposited an aggregate of $ 1,380,000 Extension |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 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. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Emerging Growth Company Status (Continued) 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 $ 610,382 363,135 |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 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 statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. $ 140,173,416 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 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
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 Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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. Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statement of operations includes a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the redeemable shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 77.50 22.50 0 100 The earnings per share presented in the statement of operations is based on the following: SCHEDULE OF NET LOSS PER COMMON SHARE For the year ended September 30, 2022 For the period from September 14, 2020 (Inception) to September 30, 2021 Numerator: Net loss $ (176,852 ) $ (21,015 ) Denominator: Denominator for basic earnings per share - Class A- Weighted-average common shares issued and outstanding during the period 11,884,863 - Denominator for basic earnings per share - Class B- Weighted-average common shares issued and outstanding during the period 3,450,000 3,450,000 Weighted-average common shares issued and outstanding during the period 3,450,000 3,450,000 Basic and diluted loss per share $ (0.01 ) $ (0.01 ) Diluted loss per share $ (0.01 ) $ (0.01 ) Basic and diluted loss per share $ (0.01 ) $ (0.01 ) As of September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
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. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes (continued) 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 September 30, 2022 or September 31, 2021. Deferred tax assets were deemed to be de minimis as of September 30, 2022 and 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 September 30, 2022 and 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 year ended September 30, 2022 and for the Period from September 14, 2021 (inception) through 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF NET LOSS PER COMMON SHARE | The earnings per share presented in the statement of operations is based on the following: SCHEDULE OF NET LOSS PER COMMON SHARE For the year ended September 30, 2022 For the period from September 14, 2020 (Inception) to September 30, 2021 Numerator: Net loss $ (176,852 ) $ (21,015 ) Denominator: Denominator for basic earnings per share - Class A- Weighted-average common shares issued and outstanding during the period 11,884,863 - Denominator for basic earnings per share - Class B- Weighted-average common shares issued and outstanding during the period 3,450,000 3,450,000 Weighted-average common shares issued and outstanding during the period 3,450,000 3,450,000 Basic and diluted loss per share $ (0.01 ) $ (0.01 ) Diluted loss per share $ (0.01 ) $ (0.01 ) Basic and diluted loss per share $ (0.01 ) $ (0.01 ) |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 09, 2021 | Sep. 20, 2021 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
IPO Units | 13,800,000 | 13,800,000 | |
Private placement equivalent units price | $ 10 | $ 10 | |
Stock issued during period, shares, new issues | 1,800,000 | 2,875,000 | |
Private placement units | 629,000 | 629,000 | |
Generating gross proceeds | $ 6,290,000 | ||
Transaction costs | 7,985,917 | ||
Underwriting discount and commission aggregate payable | 2,760,000 | ||
Business combination marketing fee | 4,830,000 | ||
Other offering costs | 395,917 | ||
Banking regulation, total capital, actual | $ 1,630,676 | ||
Fair market value of net assets | 80% | ||
Price per unit sold | $ 10.10 | $ 0.0001 | |
Net tangible assets for acquisition | $ 5,000,001 | ||
Company obligation to redeem | 100% | ||
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% | ||
Underwriting commissions | $ 2,760,000 | ||
Percentage of gross proceeds raised for services | 2% | ||
Shares of Class A to purchase | 414,000 | ||
Representative Warrants percent | 3% | ||
Warrants price per share | $ 12 | ||
Representative shares | 276,000 | ||
Gross proceeds of the IPO | 3.50% | ||
American Stock Transfer & Trust Company, LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Company net proceeds of IPO and private placement sale | $ 139,380,000 | ||
Price per unit sold | $ 10.10 | ||
Post Transaction [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Post transaction ownership | 50% |
SCHEDULE OF NET LOSS PER COMMON
SCHEDULE OF NET LOSS PER COMMON SHARE (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Net loss | $ (21,015) | $ (21,015) | $ (176,852) |
Common Class A [Member] | |||
Weighted-average common shares issued and outstanding during the period | 11,884,863 | ||
Basic and diluted loss per share | $ (0.01) | $ (0.01) | |
Common Class B [Member] | |||
Weighted-average common shares issued and outstanding during the period | 3,450,000 | 3,450,000 | |
Basic and diluted loss per share | $ (0.01) | $ (0.01) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 1 Months Ended | 12 Months Ended | |
Dec. 09, 2021 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | |
Cash | $ 363,135 | $ 610,382 | |
Estimated fair value of investments | 0 | 140,173,416 | |
Transaction costs | $ 7,985,917 | ||
Underwriting discount and commission aggregate payable | 2,760,000 | ||
Business combination marketing fee | 4,830,000 | ||
Other offering costs | $ 395,917 | ||
Offering cost stockholders equity | 3,155,917 | ||
Offering costs current liabilities | $ 4,830,000 | ||
IPO shares | shares | 13,800,000 | 13,800,000 | |
Temporary equity | $ 139,973,416 | ||
Federal depositoryh insurance amount | 250,000 | ||
Gross proceeds of the IPO | 3.50% | ||
Common Class A [Member] | |||
Temporary equity | $ 139,380,000 | ||
Redeemable Public Shares [Member] | |||
Split stock ratio | 0 | 77.50 | |
Nonredeemable Shares [Member] | |||
Split stock ratio | 100 | 22.50 |
PUBLIC OFFERING (Details Narrat
PUBLIC OFFERING (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 09, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Sale of units at IPO | 13,800,000 | ||
Sale of stock units | $ 10 | $ 10 | |
Proceeds from issuance of public offering | $ 138,000,000 | ||
Sale of stock, description | Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A common stock”), and one right to receive one-eighth of one share of Class A common stock upon the consummation of the Company’s initial business combination (see Note 6) | ||
American Stock Transfer & Trust Company, LLC [Member] | |||
Stock held in trust | $ 139,380,000 | ||
Common Class A [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
IPO [Member] | |||
Sale of units at IPO | 13,800,000 | ||
Sale of stock units | $ 10 | ||
Over-Allotment Option [Member] | |||
Sale of units at IPO | 1,800,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 09, 2021 | Sep. 20, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Shares purchased during period | 1,800,000 | 2,875,000 | |||||
Shares purchased during period, value | $ 50,000 | $ 50,000 | |||||
Stock split description | 0.2 for 1 stock dividend for each share of Class B common stock outstanding | ||||||
Proceeds from issuance of private placement | $ 6,290,000 | ||||||
Officers compensation | $ 48,667 | ||||||
Accrued expense related party | 8,667 | ||||||
Working capital loans | $ 1,500,000 | ||||||
Sales units price per share | $ 10 | $ 10 | |||||
Working capital loans outstanding | $ 0 | 0 | |||||
Chief Financial Officer [Member] | |||||||
Officers compensation | 5,000 | ||||||
Management and Directors [Member] | |||||||
Accrued expense related party | 0 | 0 | $ 8,667 | 0 | |||
Sponsor [Member] | |||||||
Loans payable | $ 371,650 | $ 371,650 | $ 371,650 | ||||
Private Placement [Member] | |||||||
Shares purchased during period | 629,000 | ||||||
Proceeds from issuance of private placement | $ 6,290,000 | ||||||
Common Class B [Member] | |||||||
Stock split description | the Company effected a 0.2 for 1 stock dividend for each share of Class B common stock outstanding (which has been accounted for as a stock split) of 575,000 shares of Class B common stock, which resulted in an aggregate of 3,450,000 shares of Class B common stock outstanding. | ||||||
Shares issued as split stock | 575,000 | ||||||
Common stock, shares outstanding | 3,450,000 | 3,450,000 | 3,450,000 | 3,450,000 | 3,450,000 | ||
Shares issued as forfeited | 450,000 | ||||||
Shares issued and outstanding percent | 20% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Dec. 09, 2021 USD ($) $ / shares shares |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Underwriting price per unit | $ / shares | $ 0.20 |
Underwriting expense payment | $ | $ 2,760,000 |
Marketing fees | $ | $ 4,830,000 |
Over-Allotment Option [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Shares purchase grant option | shares | 1,800,000 |
Directors and Officers [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Ccommon stock issuable, shares | shares | 300,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 09, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||||
Shares authorized | 111,000,000 | |||
Share price per share | $ 10.10 | $ 0.0001 | ||
Common stock, shares authorized | 110,000,000 | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Stock split description | 0.2 for 1 stock dividend for each share of Class B common stock outstanding | |||
Common stock subject to redemption | 13,800,000 | |||
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 | $ 12 | |||
Representative warrants | 414,000 | |||
Measurement Input, Price Volatility [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant measurement inputs | 35 | |||
Measurement Input, Risk Free Interest Rate [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant measurement inputs | 1.18 | |||
Measurement Input, Expected Term [Member] | ||||
Class of Stock [Line Items] | ||||
Warrant measurement inputs | 5 years | |||
Representative Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants price per share | $ 2.626 | |||
Fair value of representative warrants | $ 1,087,164 | |||
IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants price per share | $ 12 | |||
Warrants to purchase shares | 276,000 | |||
Representative warrants | 414,000 | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, shares outstanding | 905,000 | 0 | ||
Common stock, shares issued | 905,000 | 0 | ||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, shares outstanding | 3,450,000 | 3,450,000 | 3,450,000 | |
Common stock, shares issued | 3,450,000 | 3,450,000 | ||
Stock split description | the Company effected a 0.2 for 1 stock dividend for each share of Class B common stock outstanding (which has been accounted for as a stock split) of 575,000 shares of Class B common stock, which resulted in an aggregate of 3,450,000 shares of Class B common stock outstanding. | |||
Common stock, shares outstanding | 450,000 | |||
Shares issued and outstanding percent | 20% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||||
Oct. 26, 2022 | Dec. 09, 2021 | Sep. 20, 2021 | Sep. 30, 2021 | Dec. 05, 2022 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||||||
Class B common stock issued for cash, shares | 1,800,000 | 2,875,000 | ||||
Number of shares issued, value | $ 50,000 | $ 50,000 | ||||
Subsequent Event [Member] | Chijet [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Principal amount of unsecured promissory note | $ 1,380,000 | |||||
Subsequent Event [Member] | Public Stockholders [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Assets held in trust account | $ 1,380,000 | |||||
Subsequent Event [Member] | Pubco [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class B common stock issued for cash, shares | 1,600,000,000 | |||||
Number of shares issued, value | $ 674,000,000 | |||||
Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Class A [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value | $ 0.0001 |