Venetian-1 Acquisition 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Document Information Line Items
Entity Registrant Name	Venetian-1 Acquisition Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		5,000,000
Amendment Flag	false
Entity Central Index Key	0001900520
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56377
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-2959575
Entity Address, Address Line One	2255 Glades Road
Entity Address, Address Line Two	Suite 324A
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	(561)
Local Phone Number	989-2208
Entity Interactive Data Current	Yes

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
ASSETS
Cash	$ 1,291	$ 10,089
Total current assets	1,291	10,089
Total assets	1,291	10,089
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Account payable and accrued expenses	6,267	5,500
Note payable – stockholder	10,000	10,000
Total Current Liabilities	16,267	15,500
Total liabilities	16,267	15,500
Commitments and contingencies
Stockholders’ deficit
Preferred stock, $0.0001 par value, authorized 10,000,000 shares, none issued
Common stock, $0.0001 par value, authorized 50,000,000 shares; 5,000,000 shares issued and outstanding	500	500
Shareholder Receivable
Accumulated deficit	(15,476)	(5,911)
Total stockholders’ deficit	(14,976)	(5,411)
Total liabilities and stockholders’ deficit	$ 1,291	$ 10,089

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals)	Mar. 31, 2022$ / sharesshares
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	10,000,000
Preferred stock, shares issued
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	50,000,000
Common stock, shares issued	5,000,000
Common stock, shares outstanding	5,000,000

Statement of Operations

Statement of Operations	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Income Statement [Abstract]
Revenue
General and administrative expenses	9,565
Loss from operations	(9,565)
Net loss	$ (9,565)
Loss per common share - basic and dilutive net loss (in Dollars per share) | $ / shares	$ 0
Weighted average common shares outstanding - basic and dilutive (in Shares) | shares	5,000,000

Statement of Cash Flows

Statement of Cash Flows	3 Months Ended
	Mar. 31, 2022USD ($)
Statement of Cash Flows [Abstract]
Net loss	$ (9,565)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	767
Net cash (used in) operating activities	(8,798)
Net decrease in cash	(8,798)
Cash, beginning of period	10,089
Cash, end of period	$ 1,291

Nature of Operations

Nature of Operations	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Nature of Operations	Note 1. Nature of Operations Venetian-1 Acquisition Corp. (the “Company”) was incorporated in the State of Delaware on September 21, 2021. The Company’s management has chosen December 31st for its fiscal year end. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry, or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors of the Company.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( “GAAP” Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. There are no cash equivalents at the balance sheet date. Income Taxes The Company adopted ASC 740, “Income Taxes” The Company recognizes the tax benefits of uncertain tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate. As of March 31, 2022 and December 31, 2021, the Company has no accrued interest or penalties related to uncertain tax positions. Loss per Common Share The Company adopted ASC 260, “Earnings per Share” Emerging Growth Company The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Capital Stock

Capital Stock	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Capital Stock	Note 3. Capital Stock Preferred Stock As of March 31, 2022 and December 31, 2021, the Company has 10,000,000 shares of preferred stock, par value of $0.0001, authorized and none issued or outstanding. Common Stock As of March 31, 2022 and December 31, 2021, the Company has 50,000,000 shares of common stock, par value of $0.0001, authorized and has issued 5,000,000 shares of its $0.0001 par value common stock for $500 to the founders of the Company.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 4. Income Taxes As of March 31, 2022 and December 31, 2021, the Company has $3,250 and $1,241, respectively, in gross deferred tax assets resulting from net operating loss carry-forwards of $15,476 available to offset future taxable income through 2041 subject to the change in ownership provisions under IRC 382. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related tax benefits is uncertain. The difference between the tax provision at the statutory federal income tax rate on March 31, 2022 and December 31, 2021, and the tax provisions attributable to loss before income taxes is as follows: Statutory federal income taxes 21.0 % Valuation allowance (21.0 )% Effective income tax rate, net -

Commitments and Related Party T

Commitments and Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Commitments and Related Party Transactions [Abstract]
Commitments and Related Party Transactions	Note 5. Commitments and Related Party Transactions Office Space The Company utilizes the office space and equipment of its management at no cost. Note Payable - Stockholder On September 24, 2021, the Company issued a promissory note (the “Note”) to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company. The Note is non-interest bearing unless an event of default occurs. As of March 31, 2022 and December 31, 2021, the amount due under the note payable was $10,000. Subsequent to March 31, 2022, the Company Received additional advances of $9,980.

Going Concern

Going Concern	3 Months Ended
	Mar. 31, 2022
Going Concern [Abstract]
Going Concern	Note 6. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from inception of $15,476 and has total stockholders’ deficit of $14,976 as of March 31, 2022. Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date these financial statements are issued. Management intends to finance operations over the next twelve months through additional borrowings from the existing Note. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

Covid-19

Covid-19	3 Months Ended
	Mar. 31, 2022
Covid-19 [Abstract]
COVID-19	Note 7. COVID-19 On March 11, 2020, the World Health Organization officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other infectious diseases has resulted in a widespread health crisis that has significantly adversely affected businesses of all types, economies and financial markets worldwide. The business of any potential target company with which the Company consummates a business combination could be materially and adversely affected. Furthermore, the Company may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, the Company’s ability to consummate a business combination, or the operations of a target business with which the Company ultimately consummates a business combination, may be materially adversely affected.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( “GAAP”
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. There are no cash equivalents at the balance sheet date.
Income Taxes	Income Taxes The Company adopted ASC 740, “Income Taxes” The Company recognizes the tax benefits of uncertain tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate. As of March 31, 2022 and December 31, 2021, the Company has no accrued interest or penalties related to uncertain tax positions.
Loss per Common Share	Loss per Common Share The Company adopted ASC 260, “Earnings per Share”
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of statutory federal income tax rate	Statutory federal income taxes 21.0 % Valuation allowance (21.0 )% Effective income tax rate, net -

Capital Stock (Details)

Capital Stock (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	5,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Amount of founders shares	$ 500

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Deferred tax assets	$ 3,250	$ 1,241
Net operating loss	$ 15,476

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of statutory federal income tax rate	3 Months Ended
	Mar. 31, 2022
Schedule of statutory federal income tax rate [Abstract]
Statutory federal income taxes	21.00%
Valuation allowance	(21.00%)
Effective income tax rate, net

Commitments and Related Party_2

Commitments and Related Party Transactions (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Commitments And Related Party Transactions Text Blok [Abstract]
Note payable	$ 10,000	$ 10,000
Additional advances amount	$ 9,980

Going Concern (Details)

Going Concern (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Going Concern [Abstract]
Incurred losses	$ (15,476)
Stockholders’ deficit	$ (14,976)	$ (5,411)