Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Patricia Acquisition Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,000,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001832483 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56237 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3844872 | |
Entity Address, Address Line One | 2255 Glades Road | |
Entity Address, Address Line Two | Suite 324A | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33431 | |
City Area Code | (561) | |
Local Phone Number | 989-2208 | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 2,673 | $ 271 |
Total current assets | 2,673 | 271 |
Total assets | 2,673 | 271 |
Current liabilities | ||
Accounts payable and accrued expenses | 10,000 | 7,500 |
Note payable - stockholder | 91,940 | 64,960 |
Total current liabilities | 101,940 | 72,460 |
Total liabilities | 101,940 | 72,460 |
Commitments and contingencies | ||
Stockholders’ deficit | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding | 500 | 500 |
Accumulated deficit | (99,767) | (72,689) |
Total stockholders’ deficit | (99,267) | (72,189) |
Total liabilities and stockholders’ deficit | $ 2,673 | $ 271 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,000,000 | 5,000,000 |
Common stock, shares outstanding | 5,000,000 | 5,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | ||||
General and administrative expenses | 19,190 | 14,284 | 27,078 | 30,501 |
Loss from operations | (19,190) | (14,284) | (27,078) | (30,501) |
Net loss | $ (19,190) | $ (14,284) | $ (27,078) | $ (30,501) |
Weighted average common stock outstanding, basic (in Shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Net loss per share of common stock, basic (in Dollars per share) | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Weighted average common stock outstanding, diluted | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Net loss per share of common stock, diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock | Accumulated Deficit | Total |
Balances at Dec. 31, 2020 | $ 500 | $ (18,062) | $ (17,562) |
Balances (in Shares) at Dec. 31, 2020 | 5,000,000 | ||
Net loss | (16,217) | (16,217) | |
Balances at Mar. 31, 2021 | $ 500 | (34,279) | (33,779) |
Balances (in Shares) at Mar. 31, 2021 | 5,000,000 | ||
Balances at Dec. 31, 2020 | $ 500 | (18,062) | (17,562) |
Balances (in Shares) at Dec. 31, 2020 | 5,000,000 | ||
Net loss | (30,501) | ||
Balances at Jun. 30, 2021 | $ 500 | (48,563) | (48,063) |
Balances (in Shares) at Jun. 30, 2021 | 5,000,000 | ||
Balances at Mar. 31, 2021 | $ 500 | (34,279) | (33,779) |
Balances (in Shares) at Mar. 31, 2021 | 5,000,000 | ||
Net loss | (14,284) | (14,284) | |
Balances at Jun. 30, 2021 | $ 500 | (48,563) | (48,063) |
Balances (in Shares) at Jun. 30, 2021 | 5,000,000 | ||
Balances at Dec. 31, 2021 | $ 500 | (72,689) | (72,189) |
Balances (in Shares) at Dec. 31, 2021 | 5,000,000 | ||
Net loss | (7,888) | (7,888) | |
Balances at Mar. 31, 2022 | $ 500 | (80,577) | (80,077) |
Balances (in Shares) at Mar. 31, 2022 | 5,000,000 | ||
Balances at Dec. 31, 2021 | $ 500 | (72,689) | (72,189) |
Balances (in Shares) at Dec. 31, 2021 | 5,000,000 | ||
Net loss | (27,078) | ||
Balances at Jun. 30, 2022 | $ 500 | (99,767) | (99,267) |
Balances (in Shares) at Jun. 30, 2022 | 5,000,000 | ||
Balances at Mar. 31, 2022 | $ 500 | (80,577) | (80,077) |
Balances (in Shares) at Mar. 31, 2022 | 5,000,000 | ||
Net loss | (19,190) | (19,190) | |
Balances at Jun. 30, 2022 | $ 500 | $ (99,767) | $ (99,267) |
Balances (in Shares) at Jun. 30, 2022 | 5,000,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (27,078) | $ (30,501) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accounts payable and accrued expenses | 2,500 | (1,500) |
Net cash used in operating activities | (24,578) | (32,001) |
Cash flows from financing activities: | ||
Proceeds from note payable - stockholder | 26,980 | 32,480 |
Net cash provided by financing activities | 26,980 | 32,480 |
Net change in cash | 2,402 | 479 |
Cash - beginning of period | 271 | 9,438 |
Cash - end of period | $ 2,673 | $ 9,917 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations | Note 1. Nature of Operations Patricia Acquisition Corp. (the “Company”) was incorporated in the State of Delaware on November 9, 2020. The Company’s management has chosen December 31st for its fiscal year end. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry, or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors of the Company. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a compete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. Cash equivalents include all highly liquid investments with an original maturity of three months or less. There are no cash equivalents at June 30, 2022 and December 31, 2021. Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes”, 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share takes into effect any dilutive instruments, except when doing so would be anti-dilutive. As of June 30, 2022 and June 30, 2021, there were no dilutive instruments. 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, or the JOBS Act. As such, the Company is eligible to 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 the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period. Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | Note 3. Capital Stock Preferred Stock As of June 30, 2022 and December 31, 2021, the Company has 10,000,000 shares of preferred stock, par value of $0.0001, authorized and none Common Stock As of June 30, 2022 and December 31, 2021, the Company has 50,000,000 shares of common stock, par value of $0.0001, authorized and has issued 5,000,000 shares of its $0.0001 par value common stock for $500 to the founders of the Company. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 4. Income Taxes As of June 30, 2022 and December 31, 2021, the Company has approximately $21,000 and $15,300, respectively, in gross deferred tax assets resulting from net operating loss carry-forwards of $99,700 and $72,600, respectively, available to offset future taxable income through 2040 subject to the change in ownership provisions under IRC 382. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related tax benefits is uncertain. The difference between the tax provision at the statutory federal income tax rate on June 30, 2022 and December 31, 2021 and the tax provisions attributable to loss before income taxes is as follows: June 30, December 31, 2022 2021 Statutory federal income taxes 21.0 % 21.0 % Valuation allowance (21.0 )% (21.0 )% Effective income tax rate, net - - |
Commitments and Related Party T
Commitments and Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Commitments and Related Party Transactions | Note 5. Commitments and Related Party Transactions Office Space The Company utilizes the office space and equipment of its management at no cost. Note Payable - Stockholder On November 13, 2020, the Company issued a promissory note (the “Note”) to the majority stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction, after which the Company would cease to be a shell company. The Note is non-interest bearing unless an event of default occurs. As of June 30, 2022 and December 31, 2021, the amount due under the note payable was $91,940 and $64,960, respectively. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
Going Concern [Abstract] | |
Going Concern | Note 6. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from inception of $99,767, has negative working capital of $99,267 and has a stockholders’ deficit of $99,767 as of June 30, 2022. Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date these financial statements are issued. Management intends to finance operations over the next twelve months through additional borrowings on the existing Note. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. |
Contingencies - COVID-19
Contingencies - COVID-19 | 6 Months Ended |
Jun. 30, 2022 | |
Contingencies - COVID-19 [Abstract] | |
Contingencies - COVID-19 | Note 7. Contingencies - COVID-19 On March 11, 2020, the World Health Organization officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other infectious diseases has resulted in a widespread health crisis that has significantly adversely affected businesses of all types, economies and financial markets worldwide. The business of any potential target company with which the Company consummates a business combination could be materially and adversely affected. Furthermore, the Company may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, the Company’s ability to consummate a business combination, or the operations of a target business with which the Company ultimately consummates a business combination, may be materially adversely affected. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 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 (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a compete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. Cash equivalents include all highly liquid investments with an original maturity of three months or less. There are no cash equivalents at June 30, 2022 and December 31, 2021. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes”, 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 June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
Net Loss per Common Share | Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share takes into effect any dilutive instruments, except when doing so would be anti-dilutive. As of June 30, 2022 and June 30, 2021, there were no dilutive instruments. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, the Company is eligible to 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 the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period. Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of statutory federal income tax rate | June 30, December 31, 2022 2021 Statutory federal income taxes 21.0 % 21.0 % Valuation allowance (21.0 )% (21.0 )% Effective income tax rate, net - - |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Smaller reporting company, description | The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Capital Stock (Details) [Line Items] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,000,000 | 5,000,000 |
Common stock value (in Dollars) | $ 500 | $ 500 |
Founders [Member] | ||
Capital Stock (Details) [Line Items] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock value (in Dollars) | $ 500 | $ 500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Gross deferred tax assets | $ 21,000 | $ 15,300 |
Net operating loss carry-forwards | $ 99,700 | $ 72,600 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of statutory federal income tax rate | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of statutory federal income tax rate [Abstract] | ||
Statutory federal income taxes | 21% | 21% |
Valuation allowance | (21.00%) | (21.00%) |
Effective income tax rate, net |
Commitments and Related Party_2
Commitments and Related Party Transactions (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Note payable | $ 91,940 | $ 64,960 |
Going Concern (Details)
Going Concern (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Going Concern [Abstract] | |
Net losses | $ 99,767 |
Working capital | 99,267 |
Stockholders' deficit | $ 99,767 |