Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2022 | |
Document and Entity Information | |
Document Type | S-4 |
Entity Registrant Name | FG MERGER CORP. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001906133 |
Amendment Flag | false |
Balance Sheet
Balance Sheet - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 22, 2020 |
Current assets | |||||
Cash | $ 772,121 | ||||
TOTAL ASSETS | 84,042,966 | ||||
Current liabilities | |||||
Accounts payable | 71,469 | $ 3,272 | $ 1,470 | ||
TOTAL LIABILITIES | 71,469 | 3,272 | 1,470 | ||
STOCKHOLDERS' EQUITY | |||||
Common stock, $0.0001 par value; 5,000,000 shares authorized; 0 and 0 issued and outstanding, respectively | 211 | ||||
Additional paid-in capital | 887,401 | ||||
Accumulated deficit | 87,234 | (3,272) | (1,470) | ||
Total Stockholders' Equity (Deficit) | 974,846 | $ 1,069,978 | $ (3,272) | $ (1,470) | $ 0 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 84,042,966 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 400,000,000 | 5,000,000 | 5,000,000 |
Common shares, shares issued | 2,107,750 | 0 | 0 |
Common shares, shares outstanding | 2,107,750 | 0 | 0 |
Statement of Operations
Statement of Operations | Dec. 31, 2020 USD ($) |
Statement of Operations | |
Formation cost | $ 1,470 |
Net loss | $ (1,470) |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total |
Balance at the beginning at Dec. 22, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Dec. 22, 2020 | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | (1,470) | (1,470) | ||
Balance at the end at Dec. 31, 2020 | (1,470) | (1,470) | ||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | (1,802) | (1,802) | ||
Balance at the end at Dec. 31, 2021 | $ 0 | 0 | (3,272) | (3,272) |
Balance at the end (in shares) at Dec. 31, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | (186,755) | (186,755) | ||
Balance at the end at Jun. 30, 2022 | $ 211 | 1,259,794 | (190,027) | 1,069,978 |
Balance at the end (in shares) at Jun. 30, 2022 | 2,107,750 | |||
Balance at the beginning at Dec. 31, 2021 | $ 0 | 0 | (3,272) | (3,272) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | 90,506 | |||
Balance at the end at Sep. 30, 2022 | $ 211 | 887,401 | 87,234 | $ 974,846 |
Balance at the end (in shares) at Sep. 30, 2022 | 2,107,750 | 10,157,750 | ||
Balance at the beginning at Jun. 30, 2022 | $ 211 | 1,259,794 | (190,027) | $ 1,069,978 |
Balance at the beginning (in shares) at Jun. 30, 2022 | 2,107,750 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | 277,261 | 277,261 | ||
Balance at the end at Sep. 30, 2022 | $ 211 | $ 887,401 | $ 87,234 | $ 974,846 |
Balance at the end (in shares) at Sep. 30, 2022 | 2,107,750 | 10,157,750 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities | ||||
Net loss | $ (1,470) | $ 90,506 | $ 0 | $ (1,802) |
Changes in operating assets and liabilities: | ||||
Accounts payable | 1,470 | 68,197 | 0 | 1,802 |
Net cash used in operating activities | (115,491) | 0 | ||
Net increase in cash | 772,121 | 0 | ||
Cash at beginning of period | 0 | $ 0 | ||
Cash at end of period | $ 0 | $ 772,121 | $ 0 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FG Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on December 23, 2020. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. 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 initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on February 25, 2022. On March 1, 2022, the Company consummated its IPO of 7,000,000 units (the “Units”) at $10.00 per Unit. In connection with the IPO, the underwriters were granted an option to purchase up to an additional 1,050,000 Units to cover over-allotment, if any. On March 3, 2022, the underwriter fully exercised their over-allotment option and purchased 1,050,000 Units. Each Unit consist of one common stock of the Company, par value $0.0001 per share (the “Public Share”) and three Simultaneously with the closing of the IPO, the Company consummated private placements ( the “Private Placements”) of i) 1,000,000 $15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, ii) 3,950,000 $11.50 exercise price warrants (the “$11.50 Private Warrants”) at a price of $1.00 per $11.50 Private Warrant, and iii) 55,000 units at $10.00 per unit (the “Private Units” and, together with the $15 Private Warrants and $11.50 Private Warrants, the “Private Placement Securities”) to the Company’s sponsor, FG Merger Investors LLC (the “Sponsor”), directors, and officers, for the aggregate purchase price of $4,600,000. Each Private Unit consists of one Common Stock and three-quarters of one non-redeemable warrant (“Private Unit Warrant”). Each whole Private Unit Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share. Each $15 Private Warrant will entitle the holder to purchase one share of Common Stock at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Each $11.50 Private Warrant will entitle the holder to purchase one common share at an exercise price of $11.50 per each share, will be exercisable for a period of five years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Company Units are listed on NASDAQ. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and Private Placement Securities, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any taxes payable on interest earned on the trust account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on March 1, 2022, and subsequent closing of the over-allotment on March 3, 2022, a total of $82,512,500 ($10.25 per unit) from the net proceeds of the sale of Units in the IPO and the sale of Private Placement Securities as well as the proceeds from the closing of the over-allotment option were placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide its shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,000 upon or immediately prior to such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The holders of Public Shares will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor, officers, directors and advisors (the “Initial Shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 and $11.50 Private Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination. The Company will have until 15 months (or 18 months if the time to complete a business combination is extended as described herein) from the closing of the IPO to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate an initial business combination within 15 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months (for a total of 18 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $805,000 ($0.10 per Public Share in either case), on or prior to the 15-month anniversary of the closing of the IPO. 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 ten The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.25 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern The Company has until June 1, 2023 (unless such period is extended, as detailed above) to consummate the initial Business Combination. If a business combination is not consummated by this date (unless extended), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete the Initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of June 1, 2023 (unless extended), nor that it will be able to raise sufficient funds to complete an Initial Business Combination. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FG Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on December 23, 2020. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and the proposed initial public offering (“Proposed Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the Proposed Offering. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through i) the Proposed Offering of 7,000,000 units at $10.00 per unit (or 8,050,000 units if the underwriters’ over-allotment option is exercised in full) (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”) which is discussed in Note 3, ii) the sale of 1,000,000 $15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, iii) the sale of 3,950,000 $11.50 exercise price warrants (the “$11.50 Private Warrants”) at a price of $1.00 per $11.50 Private Warrant, and iv) the sale of 55,000 units at $10.00 per unit (the “Private Units”) in a private placement to the Company’s sponsor, FG Merger Investors LLC (the “Sponsor”), directors, officers, and advisors that will close simultaneously with the Proposed Offering. Each Private Unit will consist of one common share and three-quarters of one non-redeemable warrant (“Private Unit Warrant”). Each whole Private Unit Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share. The Company intends to raise the same amount of capital in private placement from the sale of Private Units, $15 Private Warrants and $11.50 Private Warrants regardless of whether the underwriters exercise over-allotment option or not in the Proposed Offering. The Company intends to list the Units on NASDAQ. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering and sale of the $15 Private Warrants, $11.50 Private Warrants and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any taxes payable on interest earned on the trust account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.25 per Unit sold in the Proposed Offering will be held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide its shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,000 upon or immediately prior to such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The holders of Public Shares will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor, officers, directors and advisors (the “Initial Shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 and $11.50 Private Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Offering if the Company fails to complete its Business Combination. The Company will have until 15 months 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 ten The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.25 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At December 31, 2021 and December 31, 2020, the Company had no cash and working capital deficit of $3,272 and $1,470, respectively. The Company expects to incur significant costs in pursuit of its Proposed Offering and Business Combination plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to address this uncertainty through a Proposed Offering as discussed in Note 3, as well as sale of $15 Private Warrants, $11.50 Private Warrants and Private Units as discussed above. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period. Subsequent to December 31, 2021, the Sponsor has agreed to loan the Company an aggregate amount of $175,000 to be used, in part, for transaction costs incurred in connection with the Proposed Offering (the “Promissory Notes”). As of December 31, 2021, there was not any balance outstanding under the Promissory Notes (see Note 5). The financial statements do 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 | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as 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 shareholder 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 statement 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. 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. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022. Marketable securities held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were invested in a money market fund that invests exclusively in short term U.S. Treasury obligations. During the three and nine months ended September 30, 2022, the Company did not withdraw any interest income from the Trust Account to pay for its franchise and income taxes. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders equity upon the completion of the IPO. Offering costs amounting to $1,240,837 (including $750,000 of underwriting fees) were charged to shareholders’ equity upon the completion of IPO. Furthermore, underwriters also received 40,250 Units (“Underwriter Units”), with such Units restricted from sale until the closing of the Business Combination and with no redemption rights from the Trust Account. Each Underwriter Unit consists of one share of common stock of the Company, par value $0.0001 per share and three-quarters of one redeemable warrant (“Underwriter Warrant”), each whole Underwriter Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share. Warrants The Company accounts for the 6,037,500 Public Warrants, 41,250 Private Unit Warrants, 3,950,000 $11.50 Private Warrant, 1,000,000 $15.00 Private Warrant and 30,188 Underwriter Warrants issued in connection with the IPO and the Private Placements in accordance with the guidance contained in ASC 815-40 “Contracts in Entity’s Own Equity” and ASC 480, “Distinguishing Liabilities from Equity”. The Company’s warrants meet the criteria required to be classified as equity. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. 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. For the three and nine months ended September 30, 2022, the provision for income taxes was immaterial. Reconciliation of Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has redeemable and nonredeemable shares of common stock. Income and losses are shared pro rata between the redeemable and nonredeemable shares of common stock. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Net loss for the period from January 1, 2022 to IPO was allocated fully to the nonredeemable shares of common stock. Diluted net income (loss) per share attributable to stockholders adjusts the basic net income (loss) per share attributable to stockholders and the weighted-average shares of common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income (loss) per share of common stock is the same as basic income (loss) per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): Net loss from January 1, 2022 to IPO date $ (3,727) Net income from IPO date to quarter end September 30, 2022 94,233 Total income from January 1, 2022 to quarter end September 30, 2022 $ 90,506 For the period from July 1, 2022 through September 30, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ 219,729 $ 57,532 $ 277,261 Less: Accretion allocated based on ownership percentage (295,121) (77,272) (372,393) Plus: Accretion applicable to the redeemable class 372,393 372,393 Total income (loss) by class $ 297,002 $ (19,740) Weighted average shares 8,050,000 2,107,750 Earnings (loss) per share $ 0.04 $ (0.01) For the period from January 1, 2022 through September 30, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ 74,679 $ 15,826 $ 90,506 Less: Accretion allocated based on ownership percentage (2,961,953) (775,535) (3,737,488) Plus: Accretion applicable to the redeemable class 3,737,488 3,737,488 Total income (loss) by class $ 850,215 $ (759,709) Weighted average shares 6,302,564 2,020,780 Earnings (loss) per share $ 0.13 $ (0.38) Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities. Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the marketable securities held in trust account is determined using the level 1 input. Recently issued accounting standard 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 statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as 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 shareholder 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 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 revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and December 31, 2020 and no amounts accrued for interest and penalties. 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. There was no provision for income taxes for the year ended December 31, 2021 and the period from December 23, 2020 (inception) to December 31, 2020. Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Shareholders. The Company had no shares outstanding as of December 31, 2021 and December 31, 2020. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company did not have any financial instruments as of December 31, 2021 and December 31, 2020. Recently issued accounting standard 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 statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On March 1, 2022, the Company consummated its IPO of 7,000,000 Units. On March 3, 2022, 1,050,000 additional Units were issued pursuant to the underwriters’ full exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,500,000. | NOTE 3. PROPOSED OFFERING Pursuant to the Proposed Offering, the Company will offer for sale up to 7,000,000 Units (or 8,050,000 Units if the underwriters’ overallotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one common share and three-quarters of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated the Private Placements in which the Sponsor purchased (i) 55,000 Private Units at a price of $10.00 per Private Unit, (ii) 3,950,000 $11.50 Private Warrants at a price of $1.00 per $11.50 Private Warrant, and (iii) 1,000,000 $15 Private Warrants at a price of $0.10 per $15 Private Warrant. The aggregate gross proceeds from the sale of Private Placement Securities are $4,600,000. Each $15 Private Warrant, $11.50 Private Warrant and the Private Unit Warrants will entitle the holder to purchase one share of common stock at its respective exercise price. | NOTE 4. PRIVATE PLACEMENT The Sponsor has committed to purchase an aggregate of 1,000,000 $15 Private Warrants at a price of $0.10 per $15 Private Warrant, 3,950,000 $11.50 Private Warrants at a price of $1.00 per $11.50 Private Warrant, and 55,000 Private Units at a price of $10.00 per Private Unit, in each case, from the Company in a private placement that will occur simultaneously with the closing of the Proposed Offering. The aggregate gross proceeds from the sale of $15 Private Warrants, $11.50 Private Warrants and Private Units will be $4,600,000. If the Company does not complete a Business Combination within the Combination Period, the $15 Private Warrants, $11.50 Private Warrants and the Private Unit Warrants will expire worthless. The $15 Private Warrants, the $11.50 Private Warrants and the Private Unit Warrants will be non-redeemable for cash and exercisable on a cashless basis. Each $15 Private Warrant, $11.50 Private Warrant and the Private Unit Warrants will entitle the holder to purchase one share of common stock at its respective exercise price. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 10, 2022, the Company issued an aggregate of 2,012,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On January 11, 2022, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 1,952,500 Founder Shares. The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property. Promissory Notes On January 10, 2022, the Company issued an unsecured Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $175,000. On January 10, 2022 The Company drew $150,000 pursuant to the promissory note. The promissory note was subsequently paid off on March 1, 2022. There were no amounts outstanding as of September 30, 2022. Administrative Services Agreement The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor on February 25, 2022 whereby the Sponsor will perform certain services for the Company for a monthly fee of $10,000. For the three months ended September 30, 2022, the total administrative services expense was $30,000 ($70,000 for the nine months ended September 30, 2022). | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 10, 2022, the Company issued an aggregate of 2,012,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On January 11, 2022, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 1,952,500 Founder Shares. The Founder Shares include an aggregate of up to 262,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Shareholders will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Offering (assuming the Initial Shareholders do not purchase any Public Shares in the Proposed Offering and excluding the securities underlying the $15 Private Warrants, the $11.50 Private Warrants, the Private Units and the Unit issued to the manager). The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property. Promissory Notes On January 10, 2022, the Company issued an unsecured Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $175,000. There were no notes outstanding at both December 31, 2021 and December 31, 2020. The Promissory Notes are noninterest bearing and payable on the earlier of (i) the consummation of the Proposed Offering or (ii) the date on which the Company determines not to conduct the Proposed Offering. Administrative Services Agreement Upon closing of the Proposed Offering, the Company intends to enter into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for the Company for a monthly fee of $10,000. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration right agreement entered into on February 25, 2022, the holders of the Founder Shares and the Private Placement Securities (and their underlying securities) are entitled to registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights. Underwriting Agreement The Company granted the underwriters a 45-day | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, the Private Units, the $15 Private Warrants and the $11.50 Private Warrants (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights. Underwriting Agreement The Company will grant the underwriters a 45-day option to purchase up to 1,050,000 additional Units to cover over-allotments at the Proposed Offering price. The underwriter and the manager will be entitled to a fixed cash underwriting discount of $750,000 regardless of whether the underwriters’ over-allotment option is exercised or not. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | ||
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock – outstanding Common Stock outstanding Warrants — 30-day The $15 Private Warrants will entitle the holder to purchase one common share at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The $11.50 Private Warrants will entitle the holder to purchase one common share at an exercise price of $11.50 per each share, will be exercisable for a period of five years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Private Unit Warrants will have terms similar to the Public Warrants underlying the Units sold in the IPO, except that the Private Unit Warrants will be non-redeemable and may be exercised on a cashless basis. Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. | NOTE 7. STOCKHOLDERS’ EQUITY Common Stock – Warrants — 30-day The $15 Private Warrants will entitle the holder to purchase one common share at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The $11.50 Private Warrants will entitle the holder to purchase one common share at an exercise price of $11.50 per each share, will be exercisable for a period of five years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Private Unit Warrants will have terms similar to the Public Warrants underlying the Units being sold in the Proposed Offering, except that the Private Unit Warrants will be non-redeemable and may be exercised on a cashless basis. Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS The Company evaluated events that have occurred after the balance sheet date through the date these financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to February 22, 2022, the date that the financial statements were issued. On January 10, 2022, the Company issued an unsecured Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $175,000, as discussed above. On January 10, 2021 the Company drew $150,000 pursuant to the promissory note. On January 11, 2022, the Company issued an aggregate of 2,012,500 shares of common stock as Founder Shares to Sponsor, as discussed above. On January 11, 2022, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s management and board of directors as well as senior advisors, resulting in the Sponsor holding 1,952,500 shares. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of presentation | Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as 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 shareholder 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. | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as 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 shareholder 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 statement 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. 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. Accordingly, the actual results could differ significantly from those 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 revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022. | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. 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. For the three and nine months ended September 30, 2022, the provision for income taxes was immaterial. | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and December 31, 2020 and no amounts accrued for interest and penalties. 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. There was no provision for income taxes for the year ended December 31, 2021 and the period from December 23, 2020 (inception) to December 31, 2020. |
Net loss per share | Reconciliation of Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has redeemable and nonredeemable shares of common stock. Income and losses are shared pro rata between the redeemable and nonredeemable shares of common stock. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Net loss for the period from January 1, 2022 to IPO was allocated fully to the nonredeemable shares of common stock. Diluted net income (loss) per share attributable to stockholders adjusts the basic net income (loss) per share attributable to stockholders and the weighted-average shares of common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income (loss) per share of common stock is the same as basic income (loss) per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): Net loss from January 1, 2022 to IPO date $ (3,727) Net income from IPO date to quarter end September 30, 2022 94,233 Total income from January 1, 2022 to quarter end September 30, 2022 $ 90,506 For the period from July 1, 2022 through September 30, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ 219,729 $ 57,532 $ 277,261 Less: Accretion allocated based on ownership percentage (295,121) (77,272) (372,393) Plus: Accretion applicable to the redeemable class 372,393 372,393 Total income (loss) by class $ 297,002 $ (19,740) Weighted average shares 8,050,000 2,107,750 Earnings (loss) per share $ 0.04 $ (0.01) For the period from January 1, 2022 through September 30, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ 74,679 $ 15,826 $ 90,506 Less: Accretion allocated based on ownership percentage (2,961,953) (775,535) (3,737,488) Plus: Accretion applicable to the redeemable class 3,737,488 3,737,488 Total income (loss) by class $ 850,215 $ (759,709) Weighted average shares 6,302,564 2,020,780 Earnings (loss) per share $ 0.13 $ (0.38) | Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Shareholders. The Company had no shares outstanding as of December 31, 2021 and December 31, 2020. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities. Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the marketable securities held in trust account is determined using the level 1 input. | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company did not have any financial instruments as of December 31, 2021 and December 31, 2020. |
Recently issued accounting standard | Recently issued accounting standard 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 statements. | Recently issued accounting standard 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 statements. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 03, 2022 $ / shares shares | Mar. 01, 2022 $ / shares shares | Jun. 30, 2022 $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2021 $ / shares | Dec. 31, 2020 USD ($) | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Number of units sold | shares | 2,012,500 | ||||||
Purchase price per unit | $ 10.25 | $ 10.25 | |||||
Condition for future business combination use of proceeds percentage | 80 | 80 | |||||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | 50 | |||||
Redemption limit percentage without prior consent | 15 | 15 | |||||
Period of initial business combination for closing of initial public offering | 15 months | 15 months | |||||
Transaction Costs | $ | $ 805,000 | $ 700,000 | |||||
Redemption period upon closure | 10 days | 10 days | |||||
Maximum allowed dissolution expenses | $ | $ 100,000 | $ 100,000 | |||||
Cash | $ | 0 | $ 0 | |||||
Working capital deficit | $ | 3,272 | $ 1,470 | |||||
Maximum borrowing capacity of related party promissory note | $ | $ 175,000 | ||||||
Warrant share price at $11.50 | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Purchase price per unit | $ 1 | ||||||
Public Warrants | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Purchase price per unit | $ 0.10 | 0.10 | |||||
Exercise price of warrants | 11.50 | 11.50 | |||||
Public Warrants | Warrant share price at $15 | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Purchase price per unit | 15 | ||||||
Private Placement Warrants | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Exercise price of warrants | 11.50 | 11.50 | |||||
Private Placement Warrants | Warrant share price at $15 | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Purchase price per unit | $ 0.10 | 15 | 0.10 | ||||
Exercise price of warrants | 15 | 15 | 15 | ||||
Private Placement Warrants | Warrant share price at $10 | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Exercise price of warrants | 10 | 10 | |||||
Private Placement Warrants | Warrant share price at $11.50 | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Purchase price per unit | 1 | 11.50 | 11.50 | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||
Initial Public Offering | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Number of units sold | shares | 7,000,000 | 550,000 | 7,000,000 | ||||
Purchase price per unit | $ 10 | $ 10 | $ 10 | $ 10 | |||
Exercise price of warrants | 11.50 | $ 11.50 | |||||
Period of initial business combination for closing of initial public offering | 15 months | 15 months | |||||
Initial Public Offering | Private Placement Warrants | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Purchase price per unit | $ 10.25 | $ 10.25 | |||||
Private Placement | Warrant share price at $10 | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Number of units sold | shares | 55,000 | ||||||
Purchase price per unit | $ 10 | ||||||
Private Placement | Private Placement Warrants | Warrant share price at $15 | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Exercise price of warrants | $ 15 | $ 15 | 15 | $ 15 | |||
Private Placement | Private Placement Warrants | Warrant share price at $11.50 | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Exercise price of warrants | 11.50 | $ 11.50 | $ 11.50 | ||||
Over-allotment option | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Number of units sold | shares | 1,050,000 | 1,050,000 | 8,050,000 | ||||
Purchase price per unit | 11.50 | ||||||
Transaction Costs | $ | $ 805,000 | ||||||
Sponsor | Private Placement | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Exercise price of warrants | 10 | ||||||
Sponsor | Private Placement | Private Placement Warrants | Warrant share price at $15 | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Purchase price per unit | 0.10 | $ 0.10 | |||||
Exercise price of warrants | 15 | 15 | |||||
Sponsor | Private Placement | Private Placement Warrants | Warrant share price at $11.50 | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||||||
Purchase price per unit | 1 | 1 | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | $ 0 |
Provision for income taxes | $ 0 | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Mar. 03, 2022 | Mar. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
INITIAL PUBLIC OFFERING | |||||
Number of units sold | 2,012,500 | ||||
Purchase price per unit | $ 10.25 | $ 10.25 | |||
Initial Public Offering | |||||
INITIAL PUBLIC OFFERING | |||||
Number of units sold | 7,000,000 | 550,000 | 7,000,000 | ||
Purchase price per unit | $ 10 | $ 10 | $ 10 | $ 10 | |
Proceeds from issuance initial public offering | $ 80,500,000 | $ 80,500,000 | |||
Exercise price of warrant | $ 11.50 | $ 11.50 | |||
Over-allotment option | |||||
INITIAL PUBLIC OFFERING | |||||
Number of units sold | 1,050,000 | 1,050,000 | 8,050,000 | ||
Purchase price per unit | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Mar. 01, 2022 | |
PRIVATE PLACEMENT | |||||
Purchase price per unit | $ 10.25 | $ 10.25 | |||
Warrant share price at $15 | |||||
PRIVATE PLACEMENT | |||||
Aggregate purchase price | $ 100,000 | $ 0 | |||
Warrant share price at $11.50 | |||||
PRIVATE PLACEMENT | |||||
Purchase price per unit | 1 | ||||
Aggregate purchase price | $ 3,950,000 | $ 0 | |||
Private Placement Warrants | |||||
PRIVATE PLACEMENT | |||||
Exercise price of warrant | $ 11.50 | $ 11.50 | |||
Private Placement Warrants | Warrant share price at $15 | |||||
PRIVATE PLACEMENT | |||||
Number of warrants to purchase shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||
Purchase price per unit | $ 15 | $ 0.10 | $ 0.10 | ||
Exercise price of warrant | $ 15 | $ 15 | $ 15 | ||
Private Placement Warrants | Warrant share price at $11.50 | |||||
PRIVATE PLACEMENT | |||||
Number of warrants to purchase shares issued | 3,950,000 | 3,950,000 | 3,950,000 | 3,950,000 | |
Purchase price per unit | $ 11.50 | $ 11.50 | $ 1 | ||
Exercise price of warrant | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |
Private Placement | Sponsor | |||||
PRIVATE PLACEMENT | |||||
Number of warrants to purchase shares issued | 55,000 | ||||
Aggregate purchase price | $ 4,600,000 | $ 4,600,000 | |||
Exercise price of warrant | $ 10 | ||||
Private Placement | Private Placement Warrants | Warrant share price at $15 | |||||
PRIVATE PLACEMENT | |||||
Number of warrants to purchase shares issued | 1,000,000 | ||||
Exercise price of warrant | 15 | $ 15 | $ 15 | $ 15 | |
Private Placement | Private Placement Warrants | Warrant share price at $11.50 | |||||
PRIVATE PLACEMENT | |||||
Exercise price of warrant | $ 11.50 | $ 11.50 | $ 11.50 | ||
Private Placement | Private Placement Warrants | Sponsor | Warrant share price at $15 | |||||
PRIVATE PLACEMENT | |||||
Number of warrants to purchase shares issued | 1,000,000 | 1,000,000 | |||
Purchase price per unit | $ 0.10 | $ 0.10 | |||
Exercise price of warrant | $ 15 | $ 15 | |||
Private Placement | Private Placement Warrants | Sponsor | Warrant share price at $11.50 | |||||
PRIVATE PLACEMENT | |||||
Number of warrants to purchase shares issued | 3,950,000 | 3,950,000 | |||
Purchase price per unit | $ 1 | $ 1 | |||
Exercise price of warrant | $ 11.50 | $ 11.50 | |||
Private Placement | Private Unit Warrants | Sponsor | |||||
PRIVATE PLACEMENT | |||||
Number of warrants to purchase shares issued | 55,000 | ||||
Purchase price per unit | $ 10 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 6 Months Ended | |||||||
Jan. 11, 2022 $ / shares shares | Jan. 10, 2022 $ / shares | Jan. 10, 2022 shares | Jan. 10, 2022 USD ($) | Jan. 10, 2022 D | Jan. 10, 2022 item | Jun. 30, 2022 USD ($) | Dec. 31, 2021 $ / shares | |
RELATED PARTY TRANSACTIONS | ||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||
Private Warrants | Warrant share price at $15 | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Exercise price of warrants | $ 15 | |||||||
Private Warrants | Warrant share price at $11.50 | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Exercise price of warrants | $ 11.50 | |||||||
Founder Shares | Private Warrants | Warrant share price at $15 | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Exercise price of warrants | $ 15 | |||||||
Founder Shares | Private Warrants | Warrant share price at $11.50 | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Exercise price of warrants | $ 11.50 | |||||||
Founder Shares | Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Number of shares issued | shares | 60,000 | 2,012,500 | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||||
Number of shares holding in entity | shares | 1,952,500 | |||||||
Shares subject to forfeiture | shares | 262,500 | |||||||
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders | 20% | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | 30 | ||||||
Founder Shares | Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Percentage of ownership | 50% | 50% | 50% | 50% | 50% |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Feb. 25, 2022 | Dec. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 10, 2022 | |
RELATED PARTY TRANSACTIONS | |||||
Maximum borrowing capacity of related party promissory note | $ 175,000 | ||||
Promissory Note with Related Party | Sponsor | |||||
RELATED PARTY TRANSACTIONS | |||||
Maximum borrowing capacity of related party promissory note | $ 175,000 | ||||
Debt outstanding amount | $ 0 | $ 0 | 0 | ||
Administrative Support Agreement | Sponsor | |||||
RELATED PARTY TRANSACTIONS | |||||
Expenses per month | $ 10,000 | $ 10,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Mar. 03, 2022 | Mar. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||||
Number of units sold | 2,012,500 | |||
Private Warrants | Warrant share price at $15 | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Exercise price of warrants | $ 15 | |||
Private Warrants | Warrant share price at $11.50 | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Exercise price of warrants | $ 11.50 | |||
Over-allotment option | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Granted term | 45 days | 45 days | ||
Number of units sold | 1,050,000 | 1,050,000 | 8,050,000 | |
Cash underwriting discount | $ 750,000 | |||
Over-allotment option | Private Warrants | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Number of units sold | 1,050,000 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | |||
Common shares, shares authorized (in shares) | 400,000,000 | 5,000,000 | 5,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 2,107,750 | 0 | 0 |
Common shares, shares outstanding (in shares) | 2,107,750 | 0 | 0 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 item $ / shares | Dec. 31, 2021 D $ / shares | Jun. 30, 2022 $ / shares | Mar. 01, 2022 $ / shares | |
STOCKHOLDERS' EQUITY | ||||
Purchase price per unit | $ 10.25 | $ 10.25 | ||
Warrant share price at $11.50 | ||||
STOCKHOLDERS' EQUITY | ||||
Purchase price per unit | 1 | |||
Private Placement Warrants | ||||
STOCKHOLDERS' EQUITY | ||||
Exercise price of warrants | 11.50 | 11.50 | ||
Private Placement Warrants | Warrant share price at $15 | ||||
STOCKHOLDERS' EQUITY | ||||
Exercise price of warrants | 15 | 15 | $ 15 | |
Purchase price per unit | $ 15 | $ 0.10 | 0.10 | |
Warrant exercisable period | 10 years | 10 years | ||
Private Placement Warrants | Warrant share price at $11.50 | ||||
STOCKHOLDERS' EQUITY | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | 11.50 |
Purchase price per unit | 11.50 | 11.50 | $ 1 | |
Public Warrants | ||||
STOCKHOLDERS' EQUITY | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | ||
Purchase price per unit | $ 0.10 | $ 0.10 | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
STOCKHOLDERS' EQUITY | ||||
Redemption price per public warrant (in dollars per share) | 0.01 | 0.01 | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | ||
Redemption period | 30 days | 30 days | ||
Public Warrants | Warrant share price at $15 | ||||
STOCKHOLDERS' EQUITY | ||||
Purchase price per unit | $ 15 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jan. 11, 2022 | Jan. 10, 2022 | Dec. 31, 2021 | Jan. 10, 2021 |
SUBSEQUENT EVENTS | ||||
Maximum Borrowing Capacity of Related Party Promissory Note | $ 175,000 | |||
Founder Shares | Sponsor | ||||
SUBSEQUENT EVENTS | ||||
Number of shares issued | 60,000 | 2,012,500 | ||
Number of shares holding in entity | 1,952,500 | |||
Promissory Note with Related Party | Sponsor | ||||
SUBSEQUENT EVENTS | ||||
Maximum Borrowing Capacity of Related Party Promissory Note | $ 175,000 | |||
Subsequent event | Founder Shares | Sponsor | ||||
SUBSEQUENT EVENTS | ||||
Number of shares issued | 2,012,500 | |||
Number of shares holding in entity | 1,952,500 | |||
Subsequent event | Founder Shares | Sponsor | Company's Management and Board of Directors | ||||
SUBSEQUENT EVENTS | ||||
Number of shares issued | 60,000 | |||
Subsequent event | Promissory Note with Related Party | ||||
SUBSEQUENT EVENTS | ||||
Amount drew on pursuant to promissory note | $ 150,000 | |||
Subsequent event | Promissory Note with Related Party | Sponsor | ||||
SUBSEQUENT EVENTS | ||||
Maximum Borrowing Capacity of Related Party Promissory Note | $ 175,000 |
Balance Sheet_2
Balance Sheet - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 772,121 | |
Prepaid expenses | 274,194 | |
Total current assets | 1,046,315 | |
Marketable securities held in trust account | 82,996,651 | |
TOTAL ASSETS | 84,042,966 | |
Current liabilities | ||
Accounts payable | 71,469 | $ 3,272 |
Total current liabilities | 71,469 | 3,272 |
TOTAL LIABILITIES | 71,469 | 3,272 |
COMMITMENTS AND CONTINGENCIES | ||
Common stock, $0.0001 par value, subject to possible redemption, 8,050,000 and 0 shares at redemption value, respectively | 82,996,651 | |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized; 2,107,750 and 0 shares issued and outstanding, respectively (excluding 8,050,000 and 0 shares subject to possible redemption, respectively) | 211 | |
Additional paid-in capital | 887,401 | |
Retained earnings (Accumulated deficit) | 87,234 | (3,272) |
Total Stockholders' Equity (Deficit) | 974,846 | $ (3,272) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 84,042,966 |
Balance Sheet (Parenthetical)_2
Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet | ||
Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 8,050,000 | 0 |
Preferred stock, par value, (per share) | $ 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 shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 400,000,000 | 5,000,000 |
Common shares, shares issued | 2,107,750 | 0 |
Common shares, shares outstanding | 2,107,750 | 0 |
Statement of Operations_2
Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
General and administrative expenses | $ 95,132 | $ 393,645 | $ 1,802 | ||
Loss from operations | (95,132) | (393,645) | |||
Other income (expenses): | |||||
Investment income on trust account | 372,393 | 484,151 | |||
Total other income (expense) | 372,393 | 484,151 | |||
Net loss | $ 277,261 | $ 90,506 | $ (1,802) | ||
Redeemable Preferred Stock | |||||
Other income (expenses): | |||||
Weighted average common shares outstanding, basic | 8,050,000 | 6,302,564 | |||
Weighted average common shares outstanding, diluted | 8,050,000 | 0 | 6,302,564 | 0 | |
Basic net income (loss) per share | $ 0.04 | $ 0.13 | |||
Diluted net income (loss) per share | $ 0.04 | $ 0 | $ 0.13 | $ 0 | |
Nonredeemable Preferred Stock | |||||
Other income (expenses): | |||||
Weighted average common shares outstanding, basic | 2,107,750 | 2,020,780 | |||
Weighted average common shares outstanding, diluted | 2,107,750 | 0 | 2,020,780 | 0 | |
Basic net income (loss) per share | $ (0.01) | $ (0.38) | |||
Diluted net income (loss) per share | $ (0.01) | $ 0 | $ (0.38) | $ 0 |
Statement of Changes in Shares
Statement of Changes in Shares Subject to Possible Redemption and Stockholders' Equity (Deficit) - USD ($) | Common stock subject to redemption | Common Stock | Additional Paid-in Capital Warrant share price at $15 | Additional Paid-in Capital Warrant share price at $11.50 | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit). | Warrant share price at $15 | Warrant share price at $11.50 | Total |
Balance at the beginning at Dec. 22, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Balance at the beginning (in shares) at Dec. 22, 2020 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income (loss) | (1,470) | (1,470) | |||||||
Balance at the end at Dec. 31, 2020 | (1,470) | (1,470) | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income (loss) | (1,802) | (1,802) | |||||||
Balance at the end at Dec. 31, 2021 | $ 0 | 0 | (3,272) | $ (3,272) | |||||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | ||||||||
Balance at the end at Dec. 31, 2021 | $ 0 | ||||||||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Issuance of 2,012,500 common shares to initial stockholders | $ 201 | 24,799 | $ 25,000 | ||||||
Issuance of 2,012,500 common shares to initial stockholders (in shares) | 2,012,500 | ||||||||
Sale of 8,050,000 units at $10 per unit in IPO, including over-allotment, net of underwriters' discount and offering expenses | $ 79,259,163 | ||||||||
Sale of 8,050,000 units at $10 per unit in IPO, including over-allotment, net of underwriters' discount and offering expenses (in shares) | 8,050,000 | ||||||||
Sale of 55,000 units at $10 per unit in private placement | $ 6 | 549,994 | $ 550,000 | ||||||
Sale of 55,000 units at $10 per unit in private placement (in shares) | 55,000 | 2,012,500 | |||||||
Sale of strike warrants in private placement | $ 100,000 | $ 3,950,000 | $ 100,000 | $ 3,950,000 | |||||
Issuance of 40,250 underwriter units, including over-allotment | $ 4 | 96 | $ 100 | ||||||
Issuance of 40,250 underwriter units, including over-allotment (in shares) | 40,250 | ||||||||
Accretion of common shares subject to redemption | $ 3,365,095 | ||||||||
Accretion of common shares subject to redemption | (3,365,095) | (3,365,095) | |||||||
Net income (loss) | (186,755) | (186,755) | |||||||
Balance at the end at Jun. 30, 2022 | $ 211 | 1,259,794 | (190,027) | 1,069,978 | |||||
Balance at the end (in shares) at Jun. 30, 2022 | 2,107,750 | ||||||||
Balance at the end at Jun. 30, 2022 | $ 82,624,258 | ||||||||
Balance at the end (in shares) at Jun. 30, 2022 | 8,050,000 | ||||||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | 0 | (3,272) | $ (3,272) | |||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | ||||||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | ||||||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Accretion of common shares subject to redemption | $ 3,737,488 | ||||||||
Net income (loss) | 90,506 | ||||||||
Balance at the end at Sep. 30, 2022 | $ 211 | 887,401 | 87,234 | $ 974,846 | |||||
Balance at the end (in shares) at Sep. 30, 2022 | 2,107,750 | 10,157,750 | |||||||
Balance at the end at Sep. 30, 2022 | $ 82,996,651 | $ 82,996,651 | |||||||
Balance at the end (in shares) at Sep. 30, 2022 | 8,050,000 | 8,050,000 | |||||||
Balance at the beginning at Jun. 30, 2022 | $ 211 | 1,259,794 | (190,027) | $ 1,069,978 | |||||
Balance at the beginning (in shares) at Jun. 30, 2022 | 2,107,750 | ||||||||
Balance at the beginning at Jun. 30, 2022 | $ 82,624,258 | ||||||||
Balance at the beginning (in shares) at Jun. 30, 2022 | 8,050,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Accretion of common shares subject to redemption | $ 372,393 | 372,393 | |||||||
Accretion of common shares subject to redemption | (372,393) | (372,393) | |||||||
Net income (loss) | 277,261 | 277,261 | |||||||
Balance at the end at Sep. 30, 2022 | $ 211 | $ 887,401 | $ 87,234 | $ 974,846 | |||||
Balance at the end (in shares) at Sep. 30, 2022 | 2,107,750 | 10,157,750 | |||||||
Balance at the end at Sep. 30, 2022 | $ 82,996,651 | $ 82,996,651 | |||||||
Balance at the end (in shares) at Sep. 30, 2022 | 8,050,000 | 8,050,000 |
Statement of Changes in Share_2
Statement of Changes in Shares Subject to Possible Redemption and Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Mar. 03, 2022 | Mar. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Sale of 55,000 units at $10 per unit in private placement (in shares) | 2,012,500 | |||||
Purchase price, per unit | $ 10.25 | $ 10.25 | ||||
Private Placement Warrants | ||||||
Exercise price of warrants | $ 11.50 | 11.50 | ||||
Initial Public Offering | ||||||
Sale of 55,000 units at $10 per unit in private placement (in shares) | 7,000,000 | 550,000 | 7,000,000 | |||
Purchase price, per unit | $ 10 | $ 10 | $ 10 | $ 10 | ||
Exercise price of warrants | 11.50 | 11.50 | ||||
Initial Public Offering | Private Placement Warrants | ||||||
Purchase price, per unit | $ 10.25 | $ 10.25 | ||||
Over-allotment option | ||||||
Sale of 55,000 units at $10 per unit in private placement (in shares) | 1,050,000 | 1,050,000 | 8,050,000 | |||
Purchase price, per unit | 11.50 | |||||
Sale of Private Placement Warrants (in shares) | 40,250 | |||||
Warrant share price at $15 | Private Placement Warrants | ||||||
Purchase price, per unit | $ 0.10 | $ 0.10 | $ 15 | |||
Sale of Private Placement Warrants (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |||
Exercise price of warrants | $ 15 | $ 15 | $ 15 | |||
Warrant share price at $15 | Private Placement | Private Placement Warrants | ||||||
Sale of Private Placement Warrants (in shares) | 1,000,000 | |||||
Exercise price of warrants | $ 15 | $ 15 | 15 | $ 15 | ||
Warrant share price at $10 | Private Placement Warrants | ||||||
Sale of Private Placement Warrants (in shares) | 55,000 | 55,000 | ||||
Exercise price of warrants | $ 10 | $ 10 | ||||
Warrant share price at $10 | Private Placement | ||||||
Sale of 55,000 units at $10 per unit in private placement (in shares) | 55,000 | |||||
Purchase price, per unit | $ 10 | |||||
Warrant share price at $11.50 | ||||||
Purchase price, per unit | 1 | |||||
Warrant share price at $11.50 | Private Placement Warrants | ||||||
Purchase price, per unit | $ 1 | $ 11.50 | $ 11.50 | |||
Sale of Private Placement Warrants (in shares) | 3,950,000 | 3,950,000 | 3,950,000 | 3,950,000 | ||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||
Warrant share price at $11.50 | Private Placement | Private Placement Warrants | ||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 |
Statement of Cash Flows_2
Statement of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net income | $ 90,506 | $ 0 |
Changes in operating assets and liabilities: | ||
Accounts payable | 68,197 | 0 |
Prepaid expense | (274,194) | 0 |
Net cash used in operating activities | (115,491) | 0 |
Cash flows from investing activities | ||
Investments in marketable securities | (248,094,151) | 0 |
Proceeds from maturity | 165,097,500 | 0 |
Net cash used in investing activities | (82,996,651) | 0 |
Cash flows from financing activities | ||
Proceeds from promissory notes | 150,000 | 0 |
Repayment of promissory note | (150,000) | 0 |
Proceeds from sale of shares of common stock to initial stockholders | 25,000 | 0 |
Proceeds from sale of units in IPO, including over-allotment, net of offering costs | 79,259,163 | 0 |
Proceeds from sale of underwriter units in private placement | 100 | 0 |
Net cash provided by financing activities | 83,884,263 | 0 |
Net increase in cash | 772,121 | 0 |
Cash at beginning of period | 0 | |
Cash at end of period | 772,121 | 0 |
Private units | ||
Cash flows from financing activities | ||
Proceeds from sale of private placement | 550,000 | 0 |
Warrant share price at $15 | ||
Cash flows from financing activities | ||
Proceeds from sale of private placement | 100,000 | 0 |
Warrant share price at $11.50 | ||
Cash flows from financing activities | ||
Proceeds from sale of private placement | $ 3,950,000 | $ 0 |
Statement of Cash Flows (Parent
Statement of Cash Flows (Parenthetical) - Private Placement Warrants - $ / shares | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 01, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Warrant share price at $15 | |||||
Exercise price of warrants | 15 | $ 15 | 15 | ||
Warrant share price at $15 | Private Placement | |||||
Exercise price of warrants | 15 | $ 15 | 15 | $ 15 | |
Warrant share price at $11.50 | |||||
Exercise price of warrants | 11.50 | $ 11.50 | $ 11.50 | 11.50 | |
Warrant share price at $11.50 | Private Placement | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FG Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on December 23, 2020. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. 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 initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on February 25, 2022. On March 1, 2022, the Company consummated its IPO of 7,000,000 units (the “Units”) at $10.00 per Unit. In connection with the IPO, the underwriters were granted an option to purchase up to an additional 1,050,000 Units to cover over-allotment, if any. On March 3, 2022, the underwriter fully exercised their over-allotment option and purchased 1,050,000 Units. Each Unit consist of one common stock of the Company, par value $0.0001 per share (the “Public Share”) and three Simultaneously with the closing of the IPO, the Company consummated private placements ( the “Private Placements”) of i) 1,000,000 $15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, ii) 3,950,000 $11.50 exercise price warrants (the “$11.50 Private Warrants”) at a price of $1.00 per $11.50 Private Warrant, and iii) 55,000 units at $10.00 per unit (the “Private Units” and, together with the $15 Private Warrants and $11.50 Private Warrants, the “Private Placement Securities”) to the Company’s sponsor, FG Merger Investors LLC (the “Sponsor”), directors, and officers, for the aggregate purchase price of $4,600,000. Each Private Unit consists of one Common Stock and three-quarters of one non-redeemable warrant (“Private Unit Warrant”). Each whole Private Unit Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share. Each $15 Private Warrant will entitle the holder to purchase one share of Common Stock at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Each $11.50 Private Warrant will entitle the holder to purchase one common share at an exercise price of $11.50 per each share, will be exercisable for a period of five years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Company Units are listed on NASDAQ. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and Private Placement Securities, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any taxes payable on interest earned on the trust account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on March 1, 2022, and subsequent closing of the over-allotment on March 3, 2022, a total of $82,512,500 ($10.25 per unit) from the net proceeds of the sale of Units in the IPO and the sale of Private Placement Securities as well as the proceeds from the closing of the over-allotment option were placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide its shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,000 upon or immediately prior to such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The holders of Public Shares will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor, officers, directors and advisors (the “Initial Shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 and $11.50 Private Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination. The Company will have until 15 months (or 18 months if the time to complete a business combination is extended as described herein) from the closing of the IPO to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate an initial business combination within 15 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months (for a total of 18 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $805,000 ($0.10 per Public Share in either case), on or prior to the 15-month anniversary of the closing of the IPO. 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 ten The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.25 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern The Company has until June 1, 2023 (unless such period is extended, as detailed above) to consummate the initial Business Combination. If a business combination is not consummated by this date (unless extended), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete the Initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of June 1, 2023 (unless extended), nor that it will be able to raise sufficient funds to complete an Initial Business Combination. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FG Merger Corp. (the “Company”) is a blank check company incorporated in Delaware on December 23, 2020. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced any operations. All activity through December 31, 2021 relates to the Company’s formation and the proposed initial public offering (“Proposed Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the Proposed Offering. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through i) the Proposed Offering of 7,000,000 units at $10.00 per unit (or 8,050,000 units if the underwriters’ over-allotment option is exercised in full) (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares”) which is discussed in Note 3, ii) the sale of 1,000,000 $15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, iii) the sale of 3,950,000 $11.50 exercise price warrants (the “$11.50 Private Warrants”) at a price of $1.00 per $11.50 Private Warrant, and iv) the sale of 55,000 units at $10.00 per unit (the “Private Units”) in a private placement to the Company’s sponsor, FG Merger Investors LLC (the “Sponsor”), directors, officers, and advisors that will close simultaneously with the Proposed Offering. Each Private Unit will consist of one common share and three-quarters of one non-redeemable warrant (“Private Unit Warrant”). Each whole Private Unit Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share. The Company intends to raise the same amount of capital in private placement from the sale of Private Units, $15 Private Warrants and $11.50 Private Warrants regardless of whether the underwriters exercise over-allotment option or not in the Proposed Offering. The Company intends to list the Units on NASDAQ. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering and sale of the $15 Private Warrants, $11.50 Private Warrants and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any taxes payable on interest earned on the trust account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.25 per Unit sold in the Proposed Offering will be held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide its shareholders 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,000 upon or immediately prior to such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The holders of Public Shares will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor, officers, directors and advisors (the “Initial Shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the amended and restated certificate of incorporation relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 and $11.50 Private Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Offering if the Company fails to complete its Business Combination. The Company will have until 15 months 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 ten The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.25 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At December 31, 2021 and December 31, 2020, the Company had no cash and working capital deficit of $3,272 and $1,470, respectively. The Company expects to incur significant costs in pursuit of its Proposed Offering and Business Combination plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to address this uncertainty through a Proposed Offering as discussed in Note 3, as well as sale of $15 Private Warrants, $11.50 Private Warrants and Private Units as discussed above. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period. Subsequent to December 31, 2021, the Sponsor has agreed to loan the Company an aggregate amount of $175,000 to be used, in part, for transaction costs incurred in connection with the Proposed Offering (the “Promissory Notes”). As of December 31, 2021, there was not any balance outstanding under the Promissory Notes (see Note 5). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as 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 shareholder 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 statement 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. 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. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022. Marketable securities held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were invested in a money market fund that invests exclusively in short term U.S. Treasury obligations. During the three and nine months ended September 30, 2022, the Company did not withdraw any interest income from the Trust Account to pay for its franchise and income taxes. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders equity upon the completion of the IPO. Offering costs amounting to $1,240,837 (including $750,000 of underwriting fees) were charged to shareholders’ equity upon the completion of IPO. Furthermore, underwriters also received 40,250 Units (“Underwriter Units”), with such Units restricted from sale until the closing of the Business Combination and with no redemption rights from the Trust Account. Each Underwriter Unit consists of one share of common stock of the Company, par value $0.0001 per share and three-quarters of one redeemable warrant (“Underwriter Warrant”), each whole Underwriter Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share. Warrants The Company accounts for the 6,037,500 Public Warrants, 41,250 Private Unit Warrants, 3,950,000 $11.50 Private Warrant, 1,000,000 $15.00 Private Warrant and 30,188 Underwriter Warrants issued in connection with the IPO and the Private Placements in accordance with the guidance contained in ASC 815-40 “Contracts in Entity’s Own Equity” and ASC 480, “Distinguishing Liabilities from Equity”. The Company’s warrants meet the criteria required to be classified as equity. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. 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. For the three and nine months ended September 30, 2022, the provision for income taxes was immaterial. Reconciliation of Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has redeemable and nonredeemable shares of common stock. Income and losses are shared pro rata between the redeemable and nonredeemable shares of common stock. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Net loss for the period from January 1, 2022 to IPO was allocated fully to the nonredeemable shares of common stock. Diluted net income (loss) per share attributable to stockholders adjusts the basic net income (loss) per share attributable to stockholders and the weighted-average shares of common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income (loss) per share of common stock is the same as basic income (loss) per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): Net loss from January 1, 2022 to IPO date $ (3,727) Net income from IPO date to quarter end September 30, 2022 94,233 Total income from January 1, 2022 to quarter end September 30, 2022 $ 90,506 For the period from July 1, 2022 through September 30, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ 219,729 $ 57,532 $ 277,261 Less: Accretion allocated based on ownership percentage (295,121) (77,272) (372,393) Plus: Accretion applicable to the redeemable class 372,393 372,393 Total income (loss) by class $ 297,002 $ (19,740) Weighted average shares 8,050,000 2,107,750 Earnings (loss) per share $ 0.04 $ (0.01) For the period from January 1, 2022 through September 30, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ 74,679 $ 15,826 $ 90,506 Less: Accretion allocated based on ownership percentage (2,961,953) (775,535) (3,737,488) Plus: Accretion applicable to the redeemable class 3,737,488 3,737,488 Total income (loss) by class $ 850,215 $ (759,709) Weighted average shares 6,302,564 2,020,780 Earnings (loss) per share $ 0.13 $ (0.38) Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities. Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the marketable securities held in trust account is determined using the level 1 input. Recently issued accounting standard 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 statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as 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 shareholder 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 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 revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and December 31, 2020 and no amounts accrued for interest and penalties. 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. There was no provision for income taxes for the year ended December 31, 2021 and the period from December 23, 2020 (inception) to December 31, 2020. Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Shareholders. The Company had no shares outstanding as of December 31, 2021 and December 31, 2020. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company did not have any financial instruments as of December 31, 2021 and December 31, 2020. Recently issued accounting standard 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 statements. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On March 1, 2022, the Company consummated its IPO of 7,000,000 Units. On March 3, 2022, 1,050,000 additional Units were issued pursuant to the underwriters’ full exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,500,000. | NOTE 3. PROPOSED OFFERING Pursuant to the Proposed Offering, the Company will offer for sale up to 7,000,000 Units (or 8,050,000 Units if the underwriters’ overallotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one common share and three-quarters of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share (see Note 7). |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated the Private Placements in which the Sponsor purchased (i) 55,000 Private Units at a price of $10.00 per Private Unit, (ii) 3,950,000 $11.50 Private Warrants at a price of $1.00 per $11.50 Private Warrant, and (iii) 1,000,000 $15 Private Warrants at a price of $0.10 per $15 Private Warrant. The aggregate gross proceeds from the sale of Private Placement Securities are $4,600,000. Each $15 Private Warrant, $11.50 Private Warrant and the Private Unit Warrants will entitle the holder to purchase one share of common stock at its respective exercise price. | NOTE 4. PRIVATE PLACEMENT The Sponsor has committed to purchase an aggregate of 1,000,000 $15 Private Warrants at a price of $0.10 per $15 Private Warrant, 3,950,000 $11.50 Private Warrants at a price of $1.00 per $11.50 Private Warrant, and 55,000 Private Units at a price of $10.00 per Private Unit, in each case, from the Company in a private placement that will occur simultaneously with the closing of the Proposed Offering. The aggregate gross proceeds from the sale of $15 Private Warrants, $11.50 Private Warrants and Private Units will be $4,600,000. If the Company does not complete a Business Combination within the Combination Period, the $15 Private Warrants, $11.50 Private Warrants and the Private Unit Warrants will expire worthless. The $15 Private Warrants, the $11.50 Private Warrants and the Private Unit Warrants will be non-redeemable for cash and exercisable on a cashless basis. Each $15 Private Warrant, $11.50 Private Warrant and the Private Unit Warrants will entitle the holder to purchase one share of common stock at its respective exercise price. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 10, 2022, the Company issued an aggregate of 2,012,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On January 11, 2022, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 1,952,500 Founder Shares. The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property. Promissory Notes On January 10, 2022, the Company issued an unsecured Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $175,000. On January 10, 2022 The Company drew $150,000 pursuant to the promissory note. The promissory note was subsequently paid off on March 1, 2022. There were no amounts outstanding as of September 30, 2022. Administrative Services Agreement The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor on February 25, 2022 whereby the Sponsor will perform certain services for the Company for a monthly fee of $10,000. For the three months ended September 30, 2022, the total administrative services expense was $30,000 ($70,000 for the nine months ended September 30, 2022). | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 10, 2022, the Company issued an aggregate of 2,012,500 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On January 11, 2022, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s management and board of directors, resulting in the Sponsor holding 1,952,500 Founder Shares. The Founder Shares include an aggregate of up to 262,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Shareholders will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Offering (assuming the Initial Shareholders do not purchase any Public Shares in the Proposed Offering and excluding the securities underlying the $15 Private Warrants, the $11.50 Private Warrants, the Private Units and the Unit issued to the manager). The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property. Promissory Notes On January 10, 2022, the Company issued an unsecured Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $175,000. There were no notes outstanding at both December 31, 2021 and December 31, 2020. The Promissory Notes are noninterest bearing and payable on the earlier of (i) the consummation of the Proposed Offering or (ii) the date on which the Company determines not to conduct the Proposed Offering. Administrative Services Agreement Upon closing of the Proposed Offering, the Company intends to enter into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for the Company for a monthly fee of $10,000. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration right agreement entered into on February 25, 2022, the holders of the Founder Shares and the Private Placement Securities (and their underlying securities) are entitled to registration rights. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights. Underwriting Agreement The Company granted the underwriters a 45-day | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, the Private Units, the $15 Private Warrants and the $11.50 Private Warrants (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights. Underwriting Agreement The Company will grant the underwriters a 45-day option to purchase up to 1,050,000 additional Units to cover over-allotments at the Proposed Offering price. The underwriter and the manager will be entitled to a fixed cash underwriting discount of $750,000 regardless of whether the underwriters’ over-allotment option is exercised or not. |
STOCKHOLDERS' EQUITY_2
STOCKHOLDERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | ||
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock – outstanding Common Stock outstanding Warrants — 30-day The $15 Private Warrants will entitle the holder to purchase one common share at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The $11.50 Private Warrants will entitle the holder to purchase one common share at an exercise price of $11.50 per each share, will be exercisable for a period of five years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Private Unit Warrants will have terms similar to the Public Warrants underlying the Units sold in the IPO, except that the Private Unit Warrants will be non-redeemable and may be exercised on a cashless basis. Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. | NOTE 7. STOCKHOLDERS’ EQUITY Common Stock – Warrants — 30-day The $15 Private Warrants will entitle the holder to purchase one common share at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The $11.50 Private Warrants will entitle the holder to purchase one common share at an exercise price of $11.50 per each share, will be exercisable for a period of five years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $11.50 Private Warrants and the shares issuable upon the exercise of the $11.50 Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Private Unit Warrants will have terms similar to the Public Warrants underlying the Units being sold in the Proposed Offering, except that the Private Unit Warrants will be non-redeemable and may be exercised on a cashless basis. Additionally, Private Unit Warrants and the shares issuable upon the exercise of the Private Unit Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS The Company evaluated events that have occurred after the balance sheet date through the date these financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to February 22, 2022, the date that the financial statements were issued. On January 10, 2022, the Company issued an unsecured Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $175,000, as discussed above. On January 10, 2021 the Company drew $150,000 pursuant to the promissory note. On January 11, 2022, the Company issued an aggregate of 2,012,500 shares of common stock as Founder Shares to Sponsor, as discussed above. On January 11, 2022, the Sponsor transferred an aggregate of 60,000 Founder Shares to members of the Company’s management and board of directors as well as senior advisors, resulting in the Sponsor holding 1,952,500 shares. |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of presentation | Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as 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 shareholder 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. | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as 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 shareholder 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 statement 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. 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. Accordingly, the actual results could differ significantly from those 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 revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022. | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. |
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 invested in a money market fund that invests exclusively in short term U.S. Treasury obligations. During the three and nine months ended September 30, 2022, the Company did not withdraw any interest income from the Trust Account to pay for its franchise and income taxes. | |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. | |
Deferred offering costs | Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that are charged to shareholders equity upon the completion of the IPO. Offering costs amounting to $1,240,837 (including $750,000 of underwriting fees) were charged to shareholders’ equity upon the completion of IPO. Furthermore, underwriters also received 40,250 Units (“Underwriter Units”), with such Units restricted from sale until the closing of the Business Combination and with no redemption rights from the Trust Account. Each Underwriter Unit consists of one share of common stock of the Company, par value $0.0001 per share and three-quarters of one redeemable warrant (“Underwriter Warrant”), each whole Underwriter Warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share. | |
Warrants | Warrants The Company accounts for the 6,037,500 Public Warrants, 41,250 Private Unit Warrants, 3,950,000 $11.50 Private Warrant, 1,000,000 $15.00 Private Warrant and 30,188 Underwriter Warrants issued in connection with the IPO and the Private Placements in accordance with the guidance contained in ASC 815-40 “Contracts in Entity’s Own Equity” and ASC 480, “Distinguishing Liabilities from Equity”. The Company’s warrants meet the criteria required to be classified as equity. | |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. 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. For the three and nine months ended September 30, 2022, the provision for income taxes was immaterial. | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and December 31, 2020 and no amounts accrued for interest and penalties. 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. There was no provision for income taxes for the year ended December 31, 2021 and the period from December 23, 2020 (inception) to December 31, 2020. |
Reconciliation of Net Income (Loss) per Common Share | Reconciliation of Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has redeemable and nonredeemable shares of common stock. Income and losses are shared pro rata between the redeemable and nonredeemable shares of common stock. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Net loss for the period from January 1, 2022 to IPO was allocated fully to the nonredeemable shares of common stock. Diluted net income (loss) per share attributable to stockholders adjusts the basic net income (loss) per share attributable to stockholders and the weighted-average shares of common stock outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income (loss) per share of common stock is the same as basic income (loss) per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): Net loss from January 1, 2022 to IPO date $ (3,727) Net income from IPO date to quarter end September 30, 2022 94,233 Total income from January 1, 2022 to quarter end September 30, 2022 $ 90,506 For the period from July 1, 2022 through September 30, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ 219,729 $ 57,532 $ 277,261 Less: Accretion allocated based on ownership percentage (295,121) (77,272) (372,393) Plus: Accretion applicable to the redeemable class 372,393 372,393 Total income (loss) by class $ 297,002 $ (19,740) Weighted average shares 8,050,000 2,107,750 Earnings (loss) per share $ 0.04 $ (0.01) For the period from January 1, 2022 through September 30, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ 74,679 $ 15,826 $ 90,506 Less: Accretion allocated based on ownership percentage (2,961,953) (775,535) (3,737,488) Plus: Accretion applicable to the redeemable class 3,737,488 3,737,488 Total income (loss) by class $ 850,215 $ (759,709) Weighted average shares 6,302,564 2,020,780 Earnings (loss) per share $ 0.13 $ (0.38) | Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Shareholders. The Company had no shares outstanding as of December 31, 2021 and December 31, 2020. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities. Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The fair value of the marketable securities held in trust account is determined using the level 1 input. | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company did not have any financial instruments as of December 31, 2021 and December 31, 2020. |
Recently issued accounting standard | Recently issued accounting standard 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 statements. | Recently issued accounting standard 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 statements. |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of Basic and Diluted Net Income (loss) Per Share of Common Stock | Net loss from January 1, 2022 to IPO date $ (3,727) Net income from IPO date to quarter end September 30, 2022 94,233 Total income from January 1, 2022 to quarter end September 30, 2022 $ 90,506 For the period from July 1, 2022 through September 30, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ 219,729 $ 57,532 $ 277,261 Less: Accretion allocated based on ownership percentage (295,121) (77,272) (372,393) Plus: Accretion applicable to the redeemable class 372,393 372,393 Total income (loss) by class $ 297,002 $ (19,740) Weighted average shares 8,050,000 2,107,750 Earnings (loss) per share $ 0.04 $ (0.01) For the period from January 1, 2022 through September 30, 2022 Redeemable Non- Redeemable Shares Shares Total Total number of shares 8,050,000 2,107,750 10,157,750 Ownership percentage 79 % 21 % Total income allocated by class $ 74,679 $ 15,826 $ 90,506 Less: Accretion allocated based on ownership percentage (2,961,953) (775,535) (3,737,488) Plus: Accretion applicable to the redeemable class 3,737,488 3,737,488 Total income (loss) by class $ 850,215 $ (759,709) Weighted average shares 6,302,564 2,020,780 Earnings (loss) per share $ 0.13 $ (0.38) |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 03, 2022 USD ($) $ / shares shares | Mar. 01, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of units sold | shares | 2,012,500 | ||||||
Purchase price per unit | $ 10.25 | $ 10.25 | |||||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Condition for future business combination use of proceeds percentage | 80 | 80 | |||||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | 50 | |||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ | $ 5,000,000 | $ 5,000,000 | |||||
Redemption limit percentage without prior consent | 15 | 15 | |||||
Period of initial business combination for closing of initial public offering | 15 months | 15 months | |||||
Transaction Costs | $ | $ 805,000 | $ 700,000 | |||||
Redemption period upon closure | 10 days | 10 days | |||||
Maximum allowed dissolution expenses | $ | $ 100,000 | $ 100,000 | |||||
Warrant share price at $15 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from sale of private placement | $ | 100,000 | $ 0 | |||||
Warrant share price at $11.50 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price per unit | $ 1 | ||||||
Proceeds from sale of private placement | $ | $ 3,950,000 | $ 0 | |||||
Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price of warrants | $ 11.50 | 11.50 | |||||
Private Placement Warrants | Warrant share price at $15 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price per unit | $ 0.10 | 15 | 0.10 | ||||
Exercise price of warrants | $ 15 | 15 | $ 15 | ||||
Price of warrant | $ 15 | ||||||
Sale of Private Placement Warrants (in shares) | shares | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Public Warrants expiration term | 10 years | ||||||
Private Placement Warrants | Warrant share price at $10 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price of warrants | $ 10 | $ 10 | |||||
Sale of Private Placement Warrants (in shares) | shares | 55,000 | 55,000 | |||||
Private Placement Warrants | Warrant share price at $11.50 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price per unit | $ 1 | $ 11.50 | $ 11.50 | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | 11.50 | $ 11.50 | |||
Price of warrant | $ 11.50 | ||||||
Sale of Private Placement Warrants (in shares) | shares | 3,950,000 | 3,950,000 | 3,950,000 | 3,950,000 | |||
Public Warrants expiration term | 5 years | ||||||
Public Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price per unit | $ 0.10 | $ 0.10 | |||||
Exercise price of warrants | $ 11.50 | 11.50 | |||||
Public Warrants | Warrant share price at $15 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price per unit | $ 15 | ||||||
Initial Public Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of units sold | shares | 7,000,000 | 550,000 | 7,000,000 | ||||
Purchase price per unit | $ 10 | $ 10 | $ 10 | $ 10 | |||
Number of shares in a unit | shares | 1 | ||||||
Number of warrants in a unit | shares | 0.75 | ||||||
Number of shares issuable per warrant | shares | 1 | 1 | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||||
Proceeds from issuance initial public offering | $ | $ 80,500,000 | $ 80,500,000 | |||||
Investment of cash into Trust Account | $ | $ 82,512,500 | ||||||
Period of initial business combination for closing of initial public offering | 15 months | 15 months | |||||
Initial Public Offering | Private Placement Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price per unit | $ 10.25 | $ 10.25 | |||||
Initial Public Offering | Public Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Price of warrant | $ 10 | ||||||
Private Placement | Warrant share price at $10 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of units sold | shares | 55,000 | ||||||
Purchase price per unit | $ 10 | ||||||
Private Placement | Private Placement Warrants | Warrant share price at $15 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price of warrants | $ 15 | $ 15 | $ 15 | 15 | |||
Sale of Private Placement Warrants (in shares) | shares | 1,000,000 | ||||||
Private Placement | Private Placement Warrants | Warrant share price at $11.50 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price of warrants | 11.50 | $ 11.50 | $ 11.50 | ||||
Over-allotment option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of units sold | shares | 1,050,000 | 1,050,000 | 8,050,000 | ||||
Purchase price per unit | 11.50 | ||||||
Common shares, par value, (per share) | $ 0.0001 | ||||||
Sale of Private Placement Warrants (in shares) | shares | 40,250 | ||||||
Transaction Costs | $ | $ 805,000 | ||||||
Sponsor | Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price of warrants | $ 10 | ||||||
Proceeds from sale of private placement | $ | $ 4,600,000 | $ 4,600,000 | |||||
Sale of Private Placement Warrants (in shares) | shares | 55,000 | ||||||
Aggregate purchase price | $ | $ 4,600,000 | ||||||
Sponsor | Private Placement | Private Placement Warrants | Warrant share price at $15 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price per unit | $ 0.10 | $ 0.10 | |||||
Exercise price of warrants | $ 15 | $ 15 | |||||
Sale of Private Placement Warrants (in shares) | shares | 1,000,000 | 1,000,000 | |||||
Sponsor | Private Placement | Private Placement Warrants | Warrant share price at $11.50 | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price per unit | $ 1 | $ 1 | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||||
Sale of Private Placement Warrants (in shares) | shares | 3,950,000 | 3,950,000 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 03, 2022 | Mar. 01, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | |||
Units Issued During Period, Shares, New Issues | 2,012,500 | |||||
Underwriter Units | 40,250 | |||||
Purchase price per unit | $ 10.25 | $ 10.25 | ||||
Redeemable Warrants | ||||||
Purchase price per unit | $ 0.0001 | |||||
Initial Public Offering | ||||||
Units Issued During Period, Shares, New Issues | 7,000,000 | 550,000 | 7,000,000 | |||
Proceeds from issuance initial public offering | $ 80,500,000 | $ 80,500,000 | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||
Number of shares issuable per warrant | 1 | 1 | ||||
Number of Warrants Issued Per Unit | 0.75 | |||||
Purchase price per unit | $ 10 | $ 10 | $ 10 | $ 10 | ||
Offering costs | $ 1,240,837 | |||||
Underwriting fees | $ 750,000 | |||||
Over-allotment option | ||||||
Units Issued During Period, Shares, New Issues | 1,050,000 | 1,050,000 | 8,050,000 | |||
Sale of Private Placement Warrants (in shares) | 40,250 | |||||
Purchase price per unit | $ 11.50 | |||||
IPO and Private Placements | ||||||
Sale of Private Placement Warrants (in shares) | 30,188 | |||||
Warrant share price at $11.50 | ||||||
Purchase price per unit | $ 1 | |||||
Private Placement Warrants | ||||||
Exercise price of warrants | $ 11.50 | 11.50 | ||||
Warrants outstanding | 41,250 | |||||
Private Placement Warrants | Initial Public Offering | ||||||
Purchase price per unit | $ 10.25 | 10.25 | ||||
Private Placement Warrants | Warrant share price at $15 | ||||||
Exercise price of warrants | $ 15 | $ 15 | $ 15 | |||
Sale of Private Placement Warrants (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |||
Price of warrant | $ 15 | |||||
Purchase price per unit | $ 0.10 | 15 | $ 0.10 | |||
Private Placement Warrants | Warrant share price at $10 | ||||||
Exercise price of warrants | $ 10 | $ 10 | ||||
Sale of Private Placement Warrants (in shares) | 55,000 | 55,000 | ||||
Private Placement Warrants | Warrant share price at $11.50 | ||||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||
Sale of Private Placement Warrants (in shares) | 3,950,000 | 3,950,000 | 3,950,000 | 3,950,000 | ||
Price of warrant | $ 11.50 | |||||
Purchase price per unit | $ 1 | 11.50 | $ 11.50 | |||
Public Warrants | ||||||
Exercise price of warrants | $ 11.50 | 11.50 | ||||
Warrants outstanding | 6,037,500 | |||||
Purchase price per unit | $ 0.10 | 0.10 | ||||
Public Warrants | Initial Public Offering | ||||||
Price of warrant | $ 10 | |||||
Public Warrants | Warrant share price at $15 | ||||||
Purchase price per unit | $ 15 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reconciliation of Net Loss per Common Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Mar. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Total number of shares | 10,157,750 | 10,157,750 | 10,157,750 | ||||
Total income allocated by class | $ 277,261 | $ 90,506 | |||||
Less: Accretion allocated based on ownership percentage | (372,393) | (3,737,488) | |||||
Plus: Accretion applicable to the redeemable class | 372,393 | 3,737,488 | |||||
Net income | $ (1,470) | $ (3,727) | $ 277,261 | $ (186,755) | $ 94,233 | $ 90,506 | $ (1,802) |
Class A Common Stock Subject to Redemption | |||||||
Total number of shares | 8,050,000 | 8,050,000 | 8,050,000 | ||||
Ownership percentage | 79% | 79% | |||||
Total income allocated by class | $ 219,729 | $ 74,679 | |||||
Less: Accretion allocated based on ownership percentage | (295,121) | (2,961,953) | |||||
Plus: Accretion applicable to the redeemable class | 372,393 | 3,737,488 | |||||
Net income | $ 297,002 | $ 850,215 | |||||
Weighted average common shares outstanding, basic | 8,050,000 | 6,302,564 | |||||
Weighted average common shares outstanding, diluted | 8,050,000 | ||||||
Earnings (loss) per share, basic | $ 0.04 | $ 0.13 | |||||
Earnings (loss) per share, diluted | $ 0.04 | $ 0.13 | |||||
Class A Common Stock Not Subject to Redemption | |||||||
Total number of shares | 2,107,750 | 2,107,750 | 2,107,750 | ||||
Ownership percentage | 21% | 21% | |||||
Total income allocated by class | $ 57,532 | $ 15,826 | |||||
Less: Accretion allocated based on ownership percentage | (77,272) | (775,535) | |||||
Net income | $ (19,740) | $ (759,709) | |||||
Weighted average common shares outstanding, basic | 2,107,750 | 2,020,780 | |||||
Weighted average common shares outstanding, diluted | 2,107,750 | 2,020,780 | |||||
Earnings (loss) per share, basic | $ (0.01) | $ (0.38) | |||||
Earnings (loss) per share, diluted | $ (0.01) | $ (0.38) |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Mar. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||
Net income (loss) | $ (1,470) | $ (3,727) | $ 277,261 | $ (186,755) | $ 94,233 | $ 90,506 | $ (1,802) |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Mar. 03, 2022 | Mar. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | 2,012,500 | ||||
Purchase price per unit | $ 10.25 | $ 10.25 | |||
Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | 7,000,000 | 550,000 | 7,000,000 | ||
Purchase price per unit | $ 10 | $ 10 | $ 10 | $ 10 | |
Proceeds from issuance initial public offering | $ 80,500,000 | $ 80,500,000 | |||
Over-allotment option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | 1,050,000 | 1,050,000 | 8,050,000 | ||
Purchase price per unit | $ 11.50 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Mar. 01, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase price per unit | $ 10.25 | $ 10.25 | |||
Warrant share price at $15 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate purchase price | $ 100,000 | $ 0 | |||
Warrant share price at $11.50 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase price per unit | 1 | ||||
Aggregate purchase price | $ 3,950,000 | $ 0 | |||
Private Placement Warrants | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price of warrant | $ 11.50 | $ 11.50 | |||
Private Placement Warrants | Warrant share price at $15 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||
Purchase price per unit | $ 15 | $ 0.10 | $ 0.10 | ||
Exercise price of warrant | $ 15 | $ 15 | $ 15 | ||
Private Placement Warrants | Warrant share price at $11.50 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase shares issued | 3,950,000 | 3,950,000 | 3,950,000 | 3,950,000 | |
Purchase price per unit | $ 11.50 | $ 11.50 | $ 1 | ||
Exercise price of warrant | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |
Private Placement | Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase shares issued | 55,000 | ||||
Aggregate purchase price | $ 4,600,000 | $ 4,600,000 | |||
Exercise price of warrant | $ 10 | ||||
Private Placement | Private Placement Warrants | Warrant share price at $15 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase shares issued | 1,000,000 | ||||
Exercise price of warrant | 15 | $ 15 | $ 15 | $ 15 | |
Private Placement | Private Placement Warrants | Warrant share price at $11.50 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price of warrant | $ 11.50 | $ 11.50 | $ 11.50 | ||
Private Placement | Private Placement Warrants | Sponsor | Warrant share price at $15 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase shares issued | 1,000,000 | 1,000,000 | |||
Purchase price per unit | $ 0.10 | $ 0.10 | |||
Exercise price of warrant | $ 15 | $ 15 | |||
Private Placement | Private Placement Warrants | Sponsor | Warrant share price at $11.50 | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants to purchase shares issued | 3,950,000 | 3,950,000 | |||
Purchase price per unit | $ 1 | $ 1 | |||
Exercise price of warrant | $ 11.50 | $ 11.50 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 6 Months Ended | ||||||
Jan. 11, 2022 shares | Jan. 10, 2022 shares | Jan. 10, 2022 USD ($) | Jan. 10, 2022 $ / shares | Jan. 10, 2022 D | Jan. 10, 2022 item | Jun. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Founder Shares | Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of ownership | 50% | 50% | 50% | 50% | 50% | ||
Founder Shares | Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | shares | 60,000 | 2,012,500 | |||||
Aggregate purchase price | $ | $ 25,000 | ||||||
Number of shares holding in entity | shares | 1,952,500 | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 | 30 |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 25, 2022 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 10, 2022 | |
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 175,000 | |||||
Promissory Note with Related Party | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity of related party promissory note | $ 175,000 | |||||
Amount of borrowed | $ 150,000 | |||||
Debt outstanding amount | $ 0 | $ 0 | 0 | |||
Administrative Support Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Total administrative services expense | $ 30,000 | $ 70,000 | ||||
Administrative Support Agreement | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses per month | $ 10,000 | $ 10,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Mar. 03, 2022 | Mar. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | 2,012,500 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Granted term | 45 days | 45 days | ||
Number of units sold | 1,050,000 | 1,050,000 | 8,050,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' EQUITY | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common_2
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) | Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares |
STOCKHOLDERS' EQUITY | |||
Common shares, shares authorized (in shares) | 400,000,000 | 5,000,000 | 5,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 2,107,750 | 0 | 0 |
Common shares, shares outstanding (in shares) | 2,107,750 | 0 | 0 |
Class A common stock subject to possible redemption, outstanding (in shares) | 8,050,000 | 0 |
STOCKHOLDERS' EQUITY - Warran_2
STOCKHOLDERS' EQUITY - Warrants (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 item $ / shares | Dec. 31, 2021 D $ / shares | Jun. 30, 2022 $ / shares | Mar. 01, 2022 $ / shares | |
Class of Warrant or Right [Line Items] | ||||
Purchase price per unit | $ 10.25 | $ 10.25 | ||
Warrant share price at $11.50 | ||||
Class of Warrant or Right [Line Items] | ||||
Purchase price per unit | 1 | |||
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants | 11.50 | 11.50 | ||
Private Placement Warrants | Warrant share price at $15 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants | 15 | 15 | $ 15 | |
Purchase price per unit | $ 15 | $ 0.10 | 0.10 | |
Class Of Warrant Exercisable Period | 10 years | 10 years | ||
Private Placement Warrants | Warrant share price at $10 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants | $ 10 | 10 | ||
Private Placement Warrants | Warrant share price at $11.50 | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants | $ 11.50 | 11.50 | $ 11.50 | 11.50 |
Purchase price per unit | 11.50 | 11.50 | $ 1 | |
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days | ||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | ||
Purchase price per unit | $ 0.10 | $ 0.10 | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
Class of Warrant or Right [Line Items] | ||||
Stock price trigger for redemption of public warrants (in dollars per share) | 18 | 18 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 | 30 | ||
Redemption period | 30 days | 30 days | ||
Public Warrants | Warrant share price at $15 | ||||
Class of Warrant or Right [Line Items] | ||||
Purchase price per unit | $ 15 |