Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Sep. 15, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001931691 | |
Entity File Number | 001-41464 | |
Entity Registrant Name | Mobiv Acquisition Corp | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-4345206 | |
Entity Address, Address Line One | 850 Library Avenue, Suite 204 | |
Entity Address, City or Town | Newark | |
Entity Address, State or Province | DE | |
Entity Address, Postal Zip Code | 19711 | |
City Area Code | 302 | |
Local Phone Number | 738-6680 | |
Title of 12(b) Security | Class A common stock, par value $0.000001 per share | |
Trading Symbol | MOBV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one share of Class A common stock and one Redeemable Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one Redeemable Warrant | |
Trading Symbol | MOBVU | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | MOBVW | |
Security Exchange Name | NASDAQ | |
Class A common stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,648,350 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,501,250 |
BALANCE SHEET
BALANCE SHEET | Jun. 30, 2022 USD ($) |
Current asset | |
Cash | $ 9,838 |
Deferred offering costs | 251,476 |
TOTAL ASSETS | 261,314 |
Current liabilities | |
Accrued expenses | 1,269 |
Accrued offering costs | 122,655 |
Promissory note – related party | 113,774 |
Total Current Liabilities | 237,698 |
Commitments (Note 6) | |
Stockholders' Equity | |
Preferred stock, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 24,997 |
Accumulated deficit | (1,384) |
Total Stockholders' Equity | 23,616 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 261,314 |
Class A common stock [Member] | |
Stockholders' Equity | |
Common stock | 0 |
Class B common stock | |
Stockholders' Equity | |
Common stock | $ 3 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Jul. 01, 2022 | Jun. 30, 2022 |
Preferred stock, par value | $ / shares | $ 0.000001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Class A common stock [Member] | ||
Common stock, par value | $ 0.000001 | |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 | |
Class B common stock | ||
Common stock, par value | $ 0.000001 | |
Common stock, shares authorized | 10,000,000 | |
Common stock, shares issued | 2,501,250 | |
Common stock, shares outstanding | 2,501,250 | 2,501,250 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Formation and operating costs | $ 110 | $ 1,384 |
Net loss | $ (110) | $ (1,384) |
Weighted average shares outstanding, basic | 2,501,250 | 2,501,250 |
Weighted average shares outstanding, diluted | 2,501,250 | 2,501,250 |
Basic net loss per common stock | $ 0 | $ 0 |
Diluted net loss per common stock | $ 0 | $ 0 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance Beginning at Jan. 06, 2022 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance Beginning, Shares at Jan. 06, 2022 | 0 | |||
Issuance of Class B common stock to Initial Stockholders | 25,000 | $ 3 | 24,997 | |
Issuance of Class B common stock to Initial Stockholders, Shares | 2,501,250 | |||
Net loss | (1,274) | (1,274) | ||
Balance Ending at Mar. 31, 2022 | 23,726 | $ 3 | 24,997 | (1,274) |
Balance Ending, Shares at Mar. 31, 2022 | 2,501,250 | |||
Balance Beginning at Jan. 06, 2022 | 0 | $ 0 | 0 | 0 |
Balance Beginning, Shares at Jan. 06, 2022 | 0 | |||
Net loss | (1,384) | |||
Balance Ending at Jun. 30, 2022 | 23,616 | $ 3 | 24,997 | (1,384) |
Balance Ending, Shares at Jun. 30, 2022 | 2,501,250 | |||
Balance Beginning at Mar. 31, 2022 | 23,726 | $ 3 | 24,997 | (1,274) |
Balance Beginning, Shares at Mar. 31, 2022 | 2,501,250 | |||
Net loss | (110) | (110) | ||
Balance Ending at Jun. 30, 2022 | $ 23,616 | $ 3 | $ 24,997 | $ (1,384) |
Balance Ending, Shares at Jun. 30, 2022 | 2,501,250 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (1,384) |
Changes in operating assets and liabilities: | |
Accrued expenses | 1,269 |
Net cash used in operating activities | (115) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to initial stockholders | 25,000 |
Proceeds from promissory note – related party | 1,000 |
Payment of offering costs | (16,047) |
Net cash provided by financing activities | 9,953 |
Net Change in Cash | 9,838 |
Cash – beginning of period | 0 |
Cash – end of period | 9,838 |
Supplemental disclosures of non-cash investing and financing activities: | |
Deferred offering costs included in accrued offering costs | 122,655 |
Deferred offering costs included in promissory note – related party | $ 112,774 |
Description of Organization Bus
Description of Organization Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS Mobiv Acquisition Corp (the “Company”) is a blank check company incorporated in the State of Delaware on January 7, 2022. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). While the Company may pursue an initial business combination target in any business, industry or sector or geographical location, the Company intends to focus on businesses in the electric vehicles and urban mobility industries and expressly disclaims any intent to and will to pursue a Business Combination with any business located in China, Hong Kong, Macau, Taiwan, Russia or Iran. As of June 30, 2022, the Company had not commenced any operations. All activity for the period from January 7, 2022 (inception) through June 30, 2022 relates to the Company’s formation and the Initial Public Offering (as defined 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 non-operating The Company’s sponsor is Mobiv Pte. Ltd., a Singapore private company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 3, 2021. On August 8, 2022, the Company consummated its Initial Public Offering of 10,005,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,050,000 (the “Initial Public Offering”), and incurring offering costs of $5,400,448, of which $3,501,750 was for deferred underwriting commissions (see Note 5). The Company granted the underwriter a 45-day Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 543,300 units (the “Placement Units”) to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $5,433,000 (the “Private Placement”) (see Note 4). Following the closing of the Initial Public Offering on August 8, 2022, an amount of $102,551,250 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Placement Units was placed in a trust account (the “Trust Account”) and may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only 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 outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.25 per share, plus 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). The per-share If a stockholder vote is not required and the Company does not decide to hold a stockholder 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 with the SEC prior to completing an initial business combination which contain substantially the same financial and other information about an initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act. The Sponsor has agreed to (i) waive its redemption rights with respect to its Class B common stock (the “founder shares”) and public shares in connection with the completion of the Company’s initial business combination including through the placement units, (ii) waive its redemption rights with respect to its founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (A) modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within nine months from the closing of this offering (or up to a total of 18 months at the election of the Sponsor, through up to nine one-month pre-initial The Company will have until 9 months from the closing of the Initial Public Offering (or up to a total of 18 months from the closing of the Initial Public Offering at the election of the Company in nine separate one month extensions subject to satisfaction of certain conditions, including the deposit of $333,166.50 ($0.0333 per unit in either case) for each one month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the Company’s certificate of incorporation) to consummate a Business Combination (the “Combination Period”). 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 business days thereafter, redeem the public shares, at a per-share The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Offering price per Unit. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the independent registered public accounting firm) 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 the lesser of (i) $10.25 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.25 per unit, due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that 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 Initial Public Offering against certain liabilities, including liabilities under 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. 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 the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 in cash from the Sponsor in exchange for issuance of founder shares (as defined in Note 5), and loan from the Sponsor of $113,774 under the Note (as defined in Note 5). The Company repaid the Note in full on August 11, 2022, after receipt of funds in the operating bank account from the Trust Account. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a 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, provide the Company Working Capital Loans (as defined in Note 5). As of June 30, 2022, there were no amounts outstanding under any Working Capital Loan. Going Concern Consideration As of June 30, 2022, the Company had cash of $9,838 and a working capital deficit of $227,860. The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on August 3, 2022, as well as the Company’s Current Reports on Form 8-K, 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 had cash of $9,838 and had no cash equivalents as of June 30, 2022. 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 which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. On June 30, 2022, the Company had 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, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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. Deferred Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 Expenses of Offering paid-in As of June 30, 2022, there were $251,476 of deferred offering costs recorded in the accompanying unaudited balance sheet. 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 The provision for income taxes was deemed to be de minimis for the period from January 7, 2022 (inception) to June 30, 2022. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. As of June 30, 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. Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 10,005,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. At June 30, 2022, there were no shares of Class A common stock subject to possible redemption outstanding. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On August 8, 2022, the Company consummated its Initial Public Offering of 10,005,000 Units (including the issuance of 1,305,000 Units as a result of the underwriter’s full exercise of its over-allotment option), at $10.00 per Unit, generating gross proceeds of $100,050,000. Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 543,300 Placement Units at a price of $10.00 per Placement Unit ($5,433,000 in the aggregate). The proceeds from the sale of the Placement Units were added to the net proceeds from the Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the Company’s Trust Account with respect to the placement shares, which will expire worthless if the Company does not consummate a business combination. With respect to the placement warrants (“Placement Warrants”), as described in Note 7, the warrant agent shall not register any transfer of placement warrants until after the consummation of an initial business combination. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 22, 2022, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.009 per share. On July 1, 2022, the sponsor surrendered an aggregate of 373,750 founder shares for no consideration, which surrender was effective retroactively, resulting in 2,501,250 shares being outstanding. Such Class B common stock included an aggregate of up to 326,250 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Offering (assuming the initial stockholders do not purchase any Public Shares in the Offering and excluding the Placement Units and underlying securities). On May 1, 2022, the Sponsor transferred 5,000 shares to the Company’s Chief Financial Officer and 5,000 shares to each of the Company’s independent directors. Pursuant to a subscription agreement dated April 5, 2022 between Lloyd Bloom and the Sponsor, Lloyd Bloom, one of the independent directors, also subscribed 10,000 Class B Common Stock at $5.00 per share. As of June 30, 2022, the Sponsor owned 2,471,250 shares of Class B common stock. As the underwriters’ over-allotment option has been exercised in full on August 5, 2022, 326,250 of such shares held by the Sponsor will no longer be subject to forfeiture. The initial stockholders holding the founder shares have agreed not to transfer, assign or sell any shares of the Class B common stock (except to certain permitted transferees) until the earlier to occur of: (A) six months after the completion of an initial business combination or (B) subsequent to an initial business combination, (x) if the last sale price of Class A common stock equals or exceeds $12.00 per unit (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note – Related Party On April 22, 2022, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Offering. The note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes initial business combination, the Company will repay such loaned amounts. In the event that 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 $1,500,000 of such loans may be converted into units, at a price of $10.00 per unit at the option of the lender, upon consummation of an initial business combination. The units would be identical to the placement units. As of June 30, 2022, there is no amount outstanding under such Working Capital Loans. Administrative Services Arrangement An affiliate of the Company’s has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to the affiliate of the Sponsor, of $10,000 per month, for up to nine months, subject to extension to 18 months, as provided in the Company’s registration statement, for such administrative services. Representative Shares In connection with the Initial Public Offering, the Company issued the Representative 100,050 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial business combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of an initial business combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial business combination within 9 months from the closing of the Initial Public Offering (or up to a total of 18 months at the election of the Company in up to nine one-month The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up lock-up |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares and placement units (including securities contained therein) and the units (including securities contained therein) that may be issued upon conversion of working capital loans, and Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Offering, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Company’s Class A common stock). 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 its initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement The underwriters purchased the 1,305,000 of additional Units to cover over-allotments, less the underwriting discounts and commissions. The underwriters were paid a cash underwriting discount of one-point Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a business combination, the Company has granted EF Hutton, a right of first refusal to act as sole investment banker, sole book-runner, and/or sole placement agent, at EF Hutton’s sole discretion, for any and all future private or public equity and debt offerings, including all equity linked financings, during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. The right of refusal shall also encompass the time period leading up to the closing of the initial business combination while the Company is still a special purpose acquisition company. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 7. STOCKHOLDERS’ EQUITY Class A Common Stock Class B Common Stock July 1, 2022 one-for-one Preferred Shares Warrants — liquidation. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed. Notwithstanding the above, if the 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 Public 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 the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public 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 below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Placement Warrants (underlying the Placement Units) will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except as described below. The Placement Warrants (including the Class A common stock issuable upon the exercise of the Placement Warrants) will not be transferrable, assignable, or salable until 30 days after the completion of an initial business combination subject to certain limited exceptions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred through the date the unaudited financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the financial statements except for the following. The registration statement for the Company’s Initial Public Offering was declared effective on August 3, 2021. On August 8, 2022, the Company consummated its Initial Public Offering of 10,005,000 Units at $10.00 per Unit, generating gross proceeds of $100,050,000, and incurring offering costs of $5,400,448, of which $3,501,750 was for deferred underwriting commissions. The Company granted the underwriter a 45-day Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 543,300 Placement Units to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $5,433,000. Following the closing of the Initial Public Offering on August 8, 2022, an amount of $102,551,250 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Placement Units was placed in the Trust Account. On August 11, 2022, the Company repaid $113,774 under the promissory note with the Sponsor. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering, as filed with the SEC on August 3, 2022, as well as the Company’s Current Reports on Form 8-K, |
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 had cash of $9,838 and had no cash equivalents as of June 30, 2022. |
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 which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. On June 30, 2022, the Company had 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, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 Expenses of Offering paid-in As of June 30, 2022, there were $251,476 of deferred offering costs recorded in the accompanying unaudited balance sheet. |
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 The provision for income taxes was deemed to be de minimis for the period from January 7, 2022 (inception) to June 30, 2022. |
Net loss per share | Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. As of June 30, 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. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 10,005,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. At June 30, 2022, there were no shares of Class A common stock subject to possible redemption outstanding. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Description of Organization B_2
Description of Organization Business Operations - Additional Information (Details) - USD ($) | 6 Months Ended | |
Aug. 08, 2022 | Jun. 30, 2022 | |
Share price | $ 10.25 | |
Proceeds from issuance initial public offering | $ 25,000 | |
Percentage of public shares to be redeemed on non completion of business combination | 100% | |
Lock in period for redemption of public shares after closing of IPO | 18 months | |
Deposit from shareholders for each month extension on full exercise of over allotment option per unit | $ 0.0333 | |
Deposit from shareholders for each month extension on full exercise of over allotment option | $ 333,166.5 | |
Total deposit amount after nine extension from the company | 2,607,390 | |
Dissolution expense | 100,000 | |
Cash | 9,838 | |
Working capital (deficit) | 227,860 | |
Notes payable to related party classified as current | 113,774 | |
Sponsor [Member] | ||
Deposit from shareholders for each month extension on full exercise of over allotment option | 0.0333 | |
Total deposit amount after nine extension from the company | $ 2,998,498.5 | |
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ 10.25 | |
Notes payable to related party classified as current | $ 113,774 | |
Sponsor [Member] | Working Capital Loans [Member] | ||
Bank overdrafts | 0 | |
Stock issued during period, value, issued for services | 25,000 | |
Minimum [Member] | ||
Net tangible assets required for consummation of business combination | $ 5,000,001 | |
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | |
US Government Securities [Member] | IPO [Member] | ||
Share price | $ 10.25 | |
Subsequent Event [Member] | IPO [Member] | ||
Stock issued during the period shares | 10,005,000 | |
Proceeds from issuance initial public offering | $ 100,050,000 | |
Subsequent Event [Member] | Over-Allotment Option [Member] | ||
Stock issued during the period shares | 1,305,000 | |
Over allotment option period | 45 days | |
Subsequent Event [Member] | Private Placement [Member] | ||
Stock issued during the period shares | 543,300 | |
Share price | $ 10 | |
Proceeds from issuance of private placement | $ 5,433,000 | |
Subsequent Event [Member] | US Government Securities [Member] | IPO [Member] | ||
Share price | $ 10.25 | |
Payment to acquire restricted investments | $ 102,551,250 | |
Restricted investments term | 180 days | |
Class A common stock [Member] | Subsequent Event [Member] | IPO [Member] | ||
Stock issued during the period shares | 10,005,000 | |
Share price | $ 10 | |
Proceeds from issuance initial public offering | $ 100,050,000 | |
Representative Shares [Member] | Over-Allotment Option [Member] | ||
Period within which business combination shall be consummated from the consummation of initial public offer | 9 months | |
Representative Shares [Member] | Subsequent Event [Member] | Over-Allotment Option [Member] | ||
Stock issued during the period shares | 100,050 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 6 Months Ended | |
Aug. 08, 2022 | Jun. 30, 2022 | |
Accounting Policies [Line Items] | ||
Cash | $ 9,838 | |
Cash equivalents, at carrying value | 0 | |
Cash insured with federal depository insurance corporation | 250,000 | |
Deferred offering costs | 251,476 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | |
Dilutive Securities | 0 | |
Minimum net tangible assets to consummate business combination | $ 5,000,001 | |
Class A common stock [Member] | ||
Accounting Policies [Line Items] | ||
Temporary equity shares outstanding | 0 | |
Subsequent Event [Member] | IPO [Member] | ||
Accounting Policies [Line Items] | ||
Adjustments to additional paid in capital underwriter discount | $ 1,500,750 | |
Subsequent Event [Member] | Class A common stock [Member] | ||
Accounting Policies [Line Items] | ||
Temporary equity shares outstanding | 10,005,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) | 6 Months Ended | |
Aug. 08, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) PublicWarrant Commonstock $ / shares shares | |
Class of Stock [Line Items] | ||
Proceeds from issuance initial public offering | $ | $ 25,000 | |
Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Number of warrant included per unit | PublicWarrant | 1 | |
Class A common stock [Member] | ||
Class of Stock [Line Items] | ||
Number of common stock included per unit | Commonstock | 1 | |
Class A common stock [Member] | Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Class of warrants or rights number of shares called by each warrant or right | 1 | |
Class of warrants or rights exercise price per share | $ / shares | $ 11.5 | |
Subsequent Event [Member] | IPO [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during the period shares | 10,005,000 | |
Sale of stock, price per share | $ / shares | $ 10 | |
Proceeds from issuance initial public offering | $ | $ 100,050,000 | |
Subsequent Event [Member] | IPO [Member] | Class A common stock [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during the period shares | 10,005,000 | |
Proceeds from issuance initial public offering | $ | $ 100,050,000 | |
Subsequent Event [Member] | Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during the period shares | 1,305,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) - Private Placement Units [Member] - Subsequent Event [Member] - Sponsor [Member] | Aug. 08, 2022 USD ($) $ / shares shares |
Class of Stock [Line Items] | |
Stock issued during the period shares | shares | 543,300 |
Sale of stock issue price per share | $ / shares | $ 10 |
Proceeds from Issuance of Private Placement | $ | $ 5,433,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 6 Months Ended | |||||||
Aug. 08, 2022 | Jul. 01, 2022 | May 01, 2022 | Apr. 22, 2022 | Apr. 05, 2022 | Jun. 30, 2022 | Aug. 11, 2022 | Aug. 05, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Share Price | $ 10.25 | |||||||
Notes payable to related party classified as current | $ 113,774 | |||||||
Deposit from shareholders for each month extension | 289,710 | |||||||
Deposit from shareholders for each month extension on full exercise of over allotment option | $ 333,166.5 | |||||||
Deposit from shareholders for each month extension on full exercise of over allotment option per unit | $ 0.0333 | |||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period shares | 1,305,000 | |||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable to related party classified as current | $ 113,774 | |||||||
Deposit from shareholders for each month extension on full exercise of over allotment option | 0.0333 | |||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face value | $ 300,000 | |||||||
Payment from offering proceeds allocated to offering expenses | $ 431,000 | |||||||
Notes payable to related party classified as current | 113,774 | |||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, value, issued for services | 25,000 | |||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | |||||||
Debt instrument conversion price per share | $ 10 | |||||||
Bank overdrafts | $ 0 | |||||||
Related party transaction fees payable per month | $ 10,000 | |||||||
Sponsor [Member] | Subsequent Event [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument, repurchase amount | $ 113,774 | |||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 2,875,000 | |||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||
Sale of stock, price per share | $ 0.009 | |||||||
Common stock, shares outstanding | 2,501,250 | 2,501,250 | ||||||
Commonstock subject to forfeiture | 326,250 | 326,250 | ||||||
Common Class B [Member] | Independent Directors [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 10,000 | |||||||
Sale of stock, price per share | $ 5 | |||||||
Common Class B [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Commonstock subject to forfeiture | 0 | |||||||
Common Class B [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding | 2,471,250 | |||||||
Percentage of common stock issued and outstanding | 20% | 20% | ||||||
Common Class B [Member] | Sponsor [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock surrendered during period value | $ 0 | |||||||
Common Class B [Member] | Sponsor [Member] | Restriction On Transfer Of Sponsor Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lock in period of shares | 6 months | |||||||
Share Price | $ 12 | |||||||
Waiting period after which the share trading days are considered | 20 days | |||||||
Number of trading days for determining the share price | 30 days | |||||||
Number of consecutive trading days for determining the share price | 150 days | |||||||
Common Class B [Member] | Sponsor [Member] | Chief Financial Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Founder Shares Transferred During Period | 5,000 | |||||||
Common Class B [Member] | Sponsor [Member] | Independent Directors [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Founder Shares Transferred During Period | 5,000 | |||||||
Common Class B [Member] | Sponsor [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock surrendered during period shares | 373,750 | |||||||
Stock surrendered during period value | $ 0 | |||||||
Representative Shares [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lock in period of shares | 180 days | |||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 9 months | |||||||
Period with in which business combination shall be consummated from the consummation of initial public offer subject to extensions | 18 months | |||||||
Representative Shares [Member] | Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period shares | 100,050 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 6 Months Ended | |
Aug. 08, 2022 | Jun. 30, 2022 | |
Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Percentage of cash underwriting discount | 1.50% | |
Cash underwriting fee | $ 1,500,750 | |
Percentage of deferred underwriting fee | 3.50% | |
Deferred underwriting commissions | $ 3,501,750 | |
Over-Allotment Option [Member] | Subsequent Event [Member] | ||
Other Commitments [Line Items] | ||
Stock shares issued during the period shares | 1,305,000 | |
Over-Allotment Option [Member] | Subsequent Event [Member] | Representative Shares [Member] | ||
Other Commitments [Line Items] | ||
Stock shares issued during the period shares | 100,050 | |
Percentage of shares issued in initial public offering | 1% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 6 Months Ended | |||||
Jul. 01, 2022 | May 01, 2022 | Apr. 22, 2022 | Apr. 05, 2022 | Jun. 30, 2022 | Aug. 05, 2022 | |
Class of Stock [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.000001 | |||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, shares issued | 0 | |||||
Preferred stock, shares outstanding | 0 | |||||
Warrants and rights outstanding term | 5 years | |||||
Number of days after consummation of business combination within which the securities shall be registered | 15 days | |||||
Number of days after which business combination within which securities registration shall be effective | 60 days | |||||
Share price | $ 10.25 | |||||
Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights redemption price per unit | 0.01% | |||||
Minimum notice period to be given to the holders of warrants | 30 days | |||||
Class of warrants or rights redemption period | 30 days | |||||
Private Placement Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights lock in period | 30 days | |||||
From The Completion Of Business Combination [Member] | ||||||
Class of Stock [Line Items] | ||||||
Period after which the warrants are exercisable | 30 days | |||||
From The Completion Of Initial Public Offer [Member] | ||||||
Class of Stock [Line Items] | ||||||
Period after which the warrants are exercisable | 12 months | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | |||||
Common stock, par value | $ 0.000001 | |||||
Common stock, voting rights | one vote | |||||
Common stock, shares issued | 0 | |||||
Common stock, shares outstanding | 0 | |||||
Common Class A [Member] | Adjusted Exercise Price One [Member] | Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share price | $ 18 | |||||
Number of trading days for determining the share price | 20 days | |||||
Number of consecutive trading days for determining the share price | 30 days | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 10,000,000 | |||||
Common stock, par value | $ 0.000001 | |||||
Common stock, voting rights | one vote | |||||
Common stock, shares issued | 2,501,250 | |||||
Common stock, shares outstanding | 2,501,250 | 2,501,250 | ||||
Stock issued during period, shares, issued for services | 2,875,000 | |||||
Stock issued during period, value, issued for services | $ 25,000 | |||||
Sale of stock, price per share | $ 0.009 | |||||
Commonstock subject to forfeiture | 326,250 | 326,250 | ||||
Conversion of Class B to Class A common stock on initial business combination | one-for-one | |||||
Common Class B [Member] | Independent Directors [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during period, shares, issued for services | 10,000 | |||||
Sale of stock, price per share | $ 5 | |||||
Common Class B [Member] | Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Commonstock subject to forfeiture | 0 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 2,471,250 | |||||
Percentage of common stock issued and outstanding | 20% | 20% | ||||
Common Class B [Member] | Sponsor [Member] | Independent Directors [Member] | ||||||
Class of Stock [Line Items] | ||||||
Founder shares transferred during period | 5,000 | |||||
Common Class B [Member] | Sponsor [Member] | Executed Securities Assignment Agreements [Member] | ||||||
Class of Stock [Line Items] | ||||||
Founder shares transferred during period | 5,000 | |||||
Common Class B [Member] | Sponsor [Member] | Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock surrendered during period shares | 373,750 | |||||
Stock surrendered during period value | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Aug. 08, 2022 | Jun. 30, 2022 | Aug. 11, 2022 | |
Subsequent Event [Line Items] | |||
Share price | $ 10.25 | ||
Proceeds from issuance initial public offering | $ 25,000 | ||
IPO [Member] | US Government Securities [Member] | |||
Subsequent Event [Line Items] | |||
Share price | $ 10.25 | ||
Subsequent Event [Member] | Sponsor | Promissory Note [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, repurchase amount | $ 113,774 | ||
Subsequent Event [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during the period shares | 10,005,000 | ||
Proceeds from issuance initial public offering | $ 100,050,000 | ||
Subsequent Event [Member] | IPO [Member] | US Government Securities [Member] | |||
Subsequent Event [Line Items] | |||
Share price | $ 10.25 | ||
Payment to acquire restricted investments | $ 102,551,250 | ||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during the period shares | 1,305,000 | ||
Over allotment option period | 45 days | ||
Subsequent Event [Member] | Private Placement [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during the period shares | 543,300 | ||
Share price | $ 10 | ||
Proceeds from Issuance of Private Placement | $ 5,433,000 | ||
Subsequent Event [Member] | Class A common stock [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during the period shares | 10,005,000 | ||
Share price | $ 10 | ||
Proceeds from issuance initial public offering | $ 100,050,000 |