Document And Entity Information
Document And Entity Information - shares | 2 Months Ended | |
Mar. 31, 2022 | Jul. 27, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Feutune Light Acquisition Corporation | |
Trading Symbol | FLFV | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001912582 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41424 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-4620515 | |
Entity Address, Address Line One | 48 Bridge Street | |
Entity Address, Address Line Two | Building A | |
Entity Address, City or Town | Metuchen | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08840 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
City Area Code | 909 | |
Local Phone Number | 214-2482 | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 10,333,875 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,443,750 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) | Mar. 31, 2022 USD ($) |
Assets | |
Cash | $ 92,140 |
Total Current Assets | 92,140 |
Other Assets | |
Deferred offering costs | 212,309 |
Total Assets | 304,449 |
Liabilities and Shareholder’s Equity | |
Promissory note - related party | 280,000 |
Total Current Liabilities | 280,000 |
Commitments and Contingencies | |
Stockholder’s Equity: | |
Preferred stock, $0.0001 par value, 500,000 shares authorized, none issued and outstanding | |
Class A common stock, $0.0001 par value, 25,000,000 shares authorized, none issued and outstanding | |
Class B common stock, $0.0001 par value, 4,500,000 shares authorized, 2,443,750 shares issued and outstanding | 244 |
Additional paid-in capital | 24,756 |
Accumulated deficit | (551) |
Total Stockholder’s Equity | 24,449 |
Total Liabilities and Stockholder’s Equity | $ 304,449 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parentheticals) | Mar. 31, 2022 $ / shares shares |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 500,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 25,000,000 |
Common stock, shares issued | |
Common stock, shares outstanding | |
Class B Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 4,500,000 |
Common stock, shares issued | 2,443,750 |
Common stock, shares outstanding | 2,443,750 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) | 2 Months Ended |
Mar. 31, 2022 USD ($) $ / shares shares | |
Income Statement [Abstract] | |
Formation and operating costs | $ 551 |
Net loss | $ (551) |
Basic and diluted weighted average Class B common shares outstanding (in Shares) | shares | 2,443,750 |
Basic and diluted net loss per Class B common share (in Dollars per share) | $ / shares | $ 0 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholder’s Equity (Unaudited) - 2 months ended Mar. 31, 2022 - USD ($) | Class A Common Stock | Class B Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jan. 19, 2022 | ||||||
Balance (in Shares) at Jan. 19, 2022 | ||||||
Founders shares issued to initial stockholders | $ 244 | 24,756 | 25,000 | |||
Founders shares issued to initial stockholders (in Shares) | 2,443,750 | |||||
Net loss | (551) | (551) | ||||
Balance at Mar. 31, 2022 | $ 244 | $ 24,756 | $ (551) | $ 24,449 | ||
Balance (in Shares) at Mar. 31, 2022 | 2,443,750 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 2 Months Ended |
Mar. 31, 2022 USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (551) |
Net Cash Used in Operating Activities | (551) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of founder shares | 25,000 |
Proceeds from promissory note to related party | 280,000 |
Payment of deferred offering costs | (212,309) |
Net Cash Provided by Financing Activities | 92,691 |
Net Change in Cash | 92,140 |
Cash, January 19, 2022 (inception) | |
Cash, March 31, 2022 | $ 92,140 |
Organization, Business Operatio
Organization, Business Operation and Going Concern Consideration | 2 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization, Business Operation and Going Concern Consideration | Note 1 — Organization, Business Operation and Going Concern Consideration Feutune Light Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware company on January 19, 2022. The Company was formed for the purpose of entering into a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is actively searching and identifying suitable business combination target but has not selected any business combination target. The Company is not limited to a particular industry or geographic region for purposes of consummating an initial business combination. The Company will not undertake its initial business combination with any company being based in or having the majority of the company’s operations in China (including Hong Kong and Macau). The Company has selected December 31 as its fiscal year end. As of March 31, 2022, the Company had not commenced any operations. For the period from January 19, 2022 (inception) through March 31, 2022, the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering (“IPO”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement for the Company’s IPO became effective on June 15, 2022. On June 21, 2022, the Company consummated the IPO of 9,775,000 units (including 1,275,000 units issued upon the full exercise of the over-allotment option, the “Public Units”). Each Public Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), and one redeemable warrant (the “Warrant”) and one right (the “Right”) to receive one-tenth (1/10) of one share of Class A common stock. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Public Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $97,750,000. Substantially concurrently with the closing of the IPO, the Company completed the sale in a private placement (the “Private Placement”) of 498,875 units (the “Private Placement Units”) including 478,875 units to the Company’s sponsor, Feutune Light Sponsor LLC (the “Sponsor”) and 20,000 shares to U.S. Tiger Securities, Inc (“US Tiger”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,988,750. Each Private Placement Unit consists of one share of Class A common stock (the “Private Shares”), one Warrant, and one Right. The Company also issued 60,000 representative shares to US Tiger as part of representative compensation. The representative shares are identical to the public shares included in the IPO except that the representative has agreed not to transfer, assign or sell any such representative shares until the completion of the Company’s initial Business Combination. In addition, US Tiger has agreed (i) to waive the redemption rights with respect to the representative shares and its Private Shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period (as defined below). Transaction costs amounted to $6,411,757, consisting of $5,376,250 of underwriting fees and $517,692 of other offering costs and $517,815 fair value of the 60,000 representative shares as part of the transaction costs. Following the consummation of the IPO, cash of $1,029,523 were held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction 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 the post-transaction company 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 complete a Business Combination successfully. Following the closing of the IPO, the Company has agreed that $10.15 per Public Unit sold in the IPO, including the proceeds of the sale of the Private Placement Units, will be held into a U.S.-based trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account will be invested only in U.S. government treasury bills, bonds or notes with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S. government treasury, so that the Company are not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay the Company’s tax obligation, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (a) the completion of the initial Business Combination, (b) the redemption of any shares of Class A Common Stock in the Public Units sold in the IPO (the “Public Shares”) properly submitted in connection with a stockholder vote to amend then current amended and restated Company’s certificate of incorporation (i) to modify the substance or timing of its obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s Public Shares if it does not complete the initial Business Combination within the Combination Period (as defined below) the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (c) the redemption of 100% of the Company’s Public Shares if it is unable to complete the Business Combination within the required time frame, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which could have higher priority than the claims of the Company’s public stockholders. If the Company anticipate that it may not be able to consummate its initial Business Combination by March 21, 2023 (within nine (9) months from the consummation of the IPO), it may extend the period of time to consummate a Business Combination up to three (3) times by an additional three-month period each time for a total of up to 9 months, affording the Company up to December 21, 2023 (up to eighteen (18) months from the consummation of the IPO) to complete its initial Business Combination. Public stockholders will not be offered the opportunity to vote on or redeem their shares if the Company chooses to make any such paid extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company acting as trustee, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account for each three-month extension $977,500 ($0.10 per share), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. If the Company completes its initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account. In addition, such extension funding loans may be convertible into Private Placement Units upon the closing of the Company’s initial Business Combination at $10.00 per unit at the option of the lender. The shares of Class A Common Stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will consummate a Business Combination and, solely if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have by March 21, 2023 (nine (9) months from the closing of the IPO) (or up to December 21, 2023 (18 months from the closing of the IPO) to complete the initial Business Combination (the “Combination Period”). If the Company is unable to complete the initial 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 not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s Warrants and Rights, which will expire worthless if the Company fails to complete the Business Combination within the Combination Period. The Sponsor, directors and officers (the “founders”) have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Founder Shares (as defined in Note 5), Private Shares, and any Public Shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period. If the Company submits it initial Business Combination to its stockholders for a vote, the Company will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect 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 (as defined in Note 2). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity As of March 31, 2022, the Company had a working capital deficiency of $(187,860). Prior to the completion of the IPO, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation of a Business Combination or one year from this filing and therefore substantial doubt has been alleviated. 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. The unaudited condensed financial statements do not include any adjustments that might result from the Company’s inability to consummate the proposed Business Combination. |
Significant Accounting Policies
Significant Accounting Policies | 2 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant accounting policies | Note 2 — Significant accounting policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (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 an 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 unaudited condensed financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2022. Deferred Offering Costs Deferred offering costs consist of legal expenses incurred through the balance sheet date that are directly related to the IPO and that will be charged to stockholders’ equity upon the completion of the IPO. As of March 31, 2022, the Company had deferred offering costs of $212,309. Warrants The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares of Class A Common Stock and whether the Warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common shares subject to forfeiture by the Sponsor. At March 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s tax provision is zero for the period from January 19, 2022 (inception) through March 31, 2022. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 2 Months Ended |
Mar. 31, 2022 | |
Regulated Operations [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 9,775,000 Public Units at $10.00 per Public Unit (with the underwriters’ over-allotment option exercised in full) on June 21, 2022, generating gross proceeds of $97,750,000. Each Public Unit has an offering price of $10.00 and consists of one share of the Class A Common Stock, one Warrant and one Right. The Warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. |
Private Placement
Private Placement | 2 Months Ended |
Mar. 31, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Substantially concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $10.00 per unit including 478,875 units to the Company’s Sponsor, and 20,000 units to US Tiger for an aggregate proceeds to the Company of $4,988,750. Each Private Placement Units consists of one share of Class A Common Stock, one Warrant, and one Right. The Sponsor will be permitted to transfer the Private Placement Units held by them to certain permitted transferees, including the Company’s officers and directors and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the founders. The Founder Shares and Private Shares are identical to the Public Shares. However, the Company’s founders have agreed (A) to vote their Founder Shares and Private Shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment to the Company’s certificate of incorporation that would affect the substance or timing of the Company’s redemption obligation to redeem all Public Shares if the Company cannot complete an initial Business Combination within the Combination Period, unless the Company provides public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment, (C) not to redeem any shares, including Founder Shares, Private Shares and Public Shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with the Company’s proposed initial Business Combination, and (D) that the Founder Shares and Private Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. The Private Placement Units sold in the Private Placement including the underlying securities and the Working Capital Units (defined below) that may be issued upon conversion of working capital loans (including extension notes) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days following the closing of the Business Combination, subject to certain exceptions. |
Related Party Transactions
Related Party Transactions | 2 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 2, 2022, the Sponsor acquired 2,443,750 Class B common stock (“Founder Shares”) of for an aggregate purchase price of $25,000, or approximately $0.01 per share. As of March 31, 2022, there were 2,443,750 Founder Shares issued and outstanding. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the number of Class A Common Stock and Class B Common Stock (defined below in Note 7) issued and outstanding upon completion of the IPO. The founders has agreed not to transfer, assign or sell 50% its Founder Shares until the earlier to occur of: (A) six months after the completion of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and the remaining 50% of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. Promissory Note — Related Party On February 2, 2022, the Sponsor has agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) January 31, 2023 or (2) the date on which the Company consummates an initial public offering of its securities. The loan will be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. As of March 31, 2022, the Company had $280,000 outstanding loan balance. The loan was repaid on June 21, 2022. Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $3,000,000 of such loans may be converted upon consummation of the Business Combination into Private Placement Units at a price of $10.00 per unit (the “Working Capital Units”). If the Company does not complete a Business Combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. Such Working Capital Units converted from loan would be identical to the Private Placement Units sold in the Private Placement. As of March 31, 2022, the Company had no borrowings under the working capital loans. |
Commitments & Contingencies
Commitments & Contingencies | 2 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares and Private Placement Units, Working Capital Units issuable upon the conversion of certain working capital loans and any underlying securities will be entitled to registration rights pursuant to a registration rights agreement signed on June 15, 2022, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters of the IPO (the “underwriters”) exercised the option to purchase an additional 1,275,000 units in the IPO. The Company paid an underwriting discount of 2.0% of the gross proceeds of the IPO, or $1,955,000 to the underwriters at the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $3,421,250 until the closing of the Business Combination. In addition, the Company issued 60,000 representative shares to US Tiger upon the closing of the IPO. |
Stockholder's Equity
Stockholder's Equity | 2 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 7 — Stockholder’s Equity Preferred Stock Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B Common Stock will automatically convert into shares of the Class A Common Stock at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution right. Warrants As of March 31, 2022, no Warrants were outstanding. Rights As of March 31, 2022, the Company has not issued any Rights. The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial Business Combination, it will use its reasonable best efforts to file, and within 60 business days following its initial Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement signed on June 15, 2022 (the “warrant agreement”). No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of Class A Common Stock. Notwithstanding the above, if the Company’s Class A Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price (the “Newly Issued Price”) of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s founders or their affiliates, without taking into account any shares held by the Company’s founders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average reported trading price of Class A Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination (the “Fair Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Fair Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the Newly Issued Price. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: ● in whole and not in part; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
Subsequent Events
Subsequent Events | 2 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through July 29, 2022. The registration statement for the Company’s IPO became effective on June 15, 2022. On June 21, 2022, the Company consummated the IPO of 9,775,000 Public Units (including 1,275,000 Public Units issued upon the full exercise of the over-allotment option. Each Public Unit consists of one share of Class A Common Stock, $0.0001 par value per share, and one Warrant and one Right to receive one-tenth (1/10) of one share of Class A Common Stock. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Public Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $97,750,000. Substantially concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units, including 478,875 units to the Company’s Sponsor, Feutune Light Sponsor LLC and 20,000 units to US Tiger at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,988,750. Each Private Placement Unit consists of one Private Share, one redeemable Warrant, and one Right. On June 21, 2022, the Company repaid the related party promissory note of $280,000. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 2 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (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 an 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 unaudited condensed financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2022. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal expenses incurred through the balance sheet date that are directly related to the IPO and that will be charged to stockholders’ equity upon the completion of the IPO. As of March 31, 2022, the Company had deferred offering costs of $212,309. |
Warrants | Warrants The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares of Class A Common Stock and whether the Warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common shares subject to forfeiture by the Sponsor. At March 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s tax provision is zero for the period from January 19, 2022 (inception) through March 31, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Organization, Business Operat_2
Organization, Business Operation and Going Concern Consideration (Details) - USD ($) | 2 Months Ended | |
Jun. 21, 2022 | Mar. 31, 2022 | |
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Offering price (in Dollars per share) | $ 10 | |
Gross proceeds | $ 97,750,000 | |
Common stock, description | Each Private Placement Unit consists of one share of Class A common stock (the “Private Shares”), one Warrant, and one Right. | |
Representative shares (in Shares) | 60,000 | |
Transaction costs | $ 6,411,757 | |
Underwriting fees | 5,376,250 | |
Other offering costs | 517,692 | |
Fair value | $ 517,815 | |
Percentage of fair market value | 80% | |
Maturity term | 185 days | |
Redemption of public shares percentage | 100% | |
Deposit extension amount | $ 977,500 | |
Extension amount per share (in Dollars per share) | $ 0.1 | |
Initial business combination per share (in Dollars per share) | $ 10 | |
Tangible assets | $ 5,000,001 | |
Interest to pay dissolution expenses | $ 50,000 | |
Public share (in Dollars per share) | $ 10.15 | |
Working capital deficiency | $ (187,860) | |
IPO [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Sale of units (in Shares) | 9,775,000 | |
Additional units (in Shares) | 1,275,000 | |
Trust account | $ 1,029,523 | |
Unit per share (in Dollars per share) | $ 10.15 | |
Private Placement [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Sale of units (in Shares) | 498,875 | |
Additional units (in Shares) | 478,875 | |
Gross proceeds | $ 4,988,750 | |
Sponsor shares (in Shares) | 20,000 | |
Purchase price per share (in Dollars per share) | $ 10 | |
Initial business combination per share (in Dollars per share) | 10 | |
Class A Common Stock [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Common stock per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Exercise price per share (in Dollars per share) | $ 11.5 | |
Business Combination [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Outstanding voting securities percentage | 50% | |
Business combination redemption percentage | 100% | |
Business Combination [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Redemption of public shares percentage | 100% | |
Tangible assets | $ 5,000,001 | |
US Tiger [Member] | ||
Organization, Business Operation and Going Concern Consideration (Details) [Line Items] | ||
Representative shares (in Shares) | 60,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) | Mar. 31, 2022 USD ($) |
Accounting Policies [Abstract] | |
Deferred offering costs | $ 212,309 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 2 Months Ended | |
Jun. 21, 2021 | Mar. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | ||
Initial business combination year | 5 years | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued for initial public offering (in Shares) | 9,775,000 | |
Price per share | $ 10 | |
Gross proceeds (in Dollars) | $ 97,750,000 | |
Class A Common Stock [Member] | IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per share | $ 10 |
Private Placement (Details)
Private Placement (Details) | 2 Months Ended |
Mar. 31, 2022 USD ($) $ / shares shares | |
Private Placement (Details) [Line Items] | |
Aggregate of purchase shares | 498,875 |
Price per share (in Dollars per share) | $ / shares | $ 10 |
Aggregate share purchased | 20,000 |
Over-Allotment Option [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate of purchase shares | 478,875 |
Aggregate purchase price (in Dollars) | $ | $ 4,988,750 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 2 Months Ended | |
Feb. 02, 2022 | Mar. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | ||
Founder shares issued (in Shares) | 2,443,750 | |
Founder shares outstanding (in Shares) | 2,443,750 | |
Description of related party | The founders has agreed not to transfer, assign or sell 50% its Founder Shares until the earlier to occur of: (A) six months after the completion of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and the remaining 50% of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. | |
Outstanding loan balance | $ 280,000 | |
Price per share (in Dollars per share) | $ 10 | |
IPO [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Percentage of common stock issued | 20% | |
Loan issued | $ 500,000 | |
Class B Common Stock [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Aggregate purchase price | $ 25,000 | |
Common stock par value (in Dollars per share) | $ 0.01 | $ 0.0001 |
Founder shares issued (in Shares) | 2,443,750 | |
Business Combination [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Repayment of loan | $ 3,000,000 | |
Founder Shares [Member] | Class B Common Stock [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Shares issued (in Shares) | 2,443,750 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 2 Months Ended |
Mar. 31, 2022 USD ($) shares | |
Commitments & Contingencies (Details) [Line Items] | |
Underwriting discount percentage | 2% |
IPO [Member] | |
Commitments & Contingencies (Details) [Line Items] | |
Exercise purchase an additional shares | $ 1,275,000 |
Gross proceeds | $ 1,955,000 |
Deferred underwriting fee percentage | 3.50% |
Class A Common Stock [Member] | |
Commitments & Contingencies (Details) [Line Items] | |
Common stock, shares issued (in Shares) | shares | 60,000 |
Business Combination [Member] | IPO [Member] | |
Commitments & Contingencies (Details) [Line Items] | |
Gross proceeds | $ 3,421,250 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | 2 Months Ended | ||
Mar. 31, 2022 | Jun. 21, 2022 | Feb. 02, 2022 | |
Stockholder's Equity (Details) [Line Items] | |||
Preferred stock, shares authorized (in Shares) | 500,000 | ||
Preferred stock par value | $ 0.0001 | ||
Common stock, shares issued (in Shares) | 2,443,750 | ||
Price per share | $ 0.01 | ||
Expire years | 5 years | ||
Warrants redemption description | ●in whole and not in part; ●upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ●if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. | ||
Preferred Stock [Member] | |||
Stockholder's Equity (Details) [Line Items] | |||
Preferred stock, shares authorized (in Shares) | 500,000 | ||
Class A Common Stock [Member] | |||
Stockholder's Equity (Details) [Line Items] | |||
Common stock, shares authorized (in Shares) | 25,000,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | |
Class A Common Stock [Member] | Warrants [Member] | |||
Stockholder's Equity (Details) [Line Items] | |||
Price per share | $ 11.5 | ||
Class B Common Stock [Member] | |||
Stockholder's Equity (Details) [Line Items] | |||
Common stock, shares authorized (in Shares) | 4,500,000 | ||
Common stock par value | $ 0.0001 | $ 0.01 | |
Common stock, shares issued (in Shares) | 2,443,750 | ||
Business Combination [Member] | |||
Stockholder's Equity (Details) [Line Items] | |||
Business combination, description | In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price (the “Newly Issued Price”) of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s founders or their affiliates, without taking into account any shares held by the Company’s founders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average reported trading price of Class A Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination (the “Fair Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Fair Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the Newly Issued Price. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 2 Months Ended | ||
Jun. 21, 2022 | Jun. 21, 2021 | Mar. 31, 2022 | |
Subsequent Events (Details) [Line Items] | |||
Sold at an offering price of units per share (in Dollars per share) | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 97,750,000 | ||
Repaid the related party promissory note transaction amount (in Dollars) | $ 280,000 | ||
IPO [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Shares issued upon full exercise of over-allotment option | 9,775,000 | ||
Over-Allotment Option [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Shares issued upon full exercise of over-allotment option | 1,275,000 | ||
Private Placement [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Generating gross proceeds (in Dollars) | $ 4,988,750 | ||
Sale of private placement units | 498,875 | ||
Purchase price per share (in Dollars per share) | $ 10 | ||
Class A Common Stock [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Common stock, par value per share (in Dollars per share) | 0.0001 | ||
Common stock at an exercise price per share (in Dollars per share) | $ 11.5 | ||
Sponsor [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Sale of private placement units | 478,875 | ||
US Tiger [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Sponsor shares | 20,000 |