Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | PONO CAPITAL CORP. |
Entity Central Index Key | 0001855631 |
Entity Tax Identification Number | 86-2049355 |
Entity Incorporation, State or Country Code | DE |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 118,183 | $ 337,595 |
Prepaid expenses | 14,875 | 171,837 |
Total Current Assets | 133,058 | 509,432 |
Marketable Securities held in Trust Account | 118,577,540 | 116,728,213 |
Total Assets | 118,710,598 | 117,237,645 |
Current liabilities | ||
Accounts payable | 651,410 | |
Accrued expenses and other current liabilities | 123,914 | 125,821 |
Income tax payable | 112,535 | |
Franchise tax payable | 150,000 | 120,647 |
Sponsor Working Capital Loan | 96,200 | |
Total Current Liabilities | 1,134,059 | 246,468 |
Deferred underwriter fee payable | 3,450,000 | 3,450,000 |
Warrant liability | 819,226 | 4,243,039 |
Total Non-Current Liabilities | 4,269,226 | 7,693,039 |
Total Liabilities | 5,403,285 | 7,939,507 |
Commitments and Contingencies (Note 6) | ||
Redeemable Class A Common Stock | ||
Redeemable Class A common stock | 118,215,005 | 116,725,000 |
Stockholders' Deficit | ||
Preferred stock, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 30,231 | |
Accumulated deficit | (4,937,928) | (7,426,866) |
Total Stockholders' Deficit | (4,907,692) | (7,426,862) |
Total Liabilities, Redeemable Class A Common Stock and Stockholders' Deficit | 118,710,598 | 117,237,645 |
Common Class A [Member] | ||
Redeemable Class A Common Stock | ||
Redeemable Class A common stock | 118,215,005 | 116,725,000 |
Stockholders' Deficit | ||
Common stock value | 2 | 1 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common stock value | $ 3 | $ 3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Redemption of shares | 11,500,000 | |
Redemption price per share | $ 10.15 | |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Redeemable Class A Common Stock [Member] | ||
Redeemable common stock, par value | $ 0.000001 | $ 0.000001 |
Redeemable common stock, shares authorized | 100,000,000 | 100,000,000 |
Redemption of shares | 11,500,000 | 11,500,000 |
Redemption price per share | $ 10.28 | $ 10.15 |
Common Class A [Member] | ||
Redemption of shares | 11,500,000 | 11,500,000 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 636,675 | 521,675 |
Common stock, shares outstanding | 636,675 | 521,675 |
Common Class B [Member] | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Formation and operating costs | $ 616,773 | $ 113,640 | $ 113,869 | $ 1,375,230 | $ 413,230 |
Franchise tax expenses | 50,000 | 0 | 0 | 150,000 | 120,647 |
Loss from Operations | (666,773) | (113,640) | (113,869) | (1,525,230) | (533,877) |
Other Income (Expense) | |||||
Bank incentive | 5 | 5 | |||
Interest earned on marketable securities held in trust account | 747 | 747 | 3,213 | ||
Dividends earned on marketable securities held in Trust Account | 529,950 | 0 | 699,327 | ||
Loss on change in fair value of Sponsor Working Capital Loan | (5,200) | 0 | (4,200) | ||
Change in fair value of warrant liability | (270,488) | (680,914) | (680,914) | 3,431,576 | 5,621,902 |
Offering costs allocated to warrants | (505,696) | ||||
Offering costs allocated to warrants | (505,696) | (505,696) | (505,696) | ||
Other Income (Loss) | 254,262 | (1,185,863) | (1,185,858) | 4,126,703 | 5,119,424 |
Income (Loss) before income taxes | (412,511) | (1,299,503) | (1,299,727) | 2,601,473 | |
Income tax expense | (109,621) | (112,535) | |||
Net Income (Loss) | (522,132) | (1,299,503) | (1,299,727) | 2,488,938 | $ 4,585,547 |
Common Class A [Member] | |||||
Other Income (Expense) | |||||
Net Income (Loss) | $ (421,792) | $ (931,099) | $ (710,219) | $ 2,009,274 | |
Weighted average shares outstanding of Class B common stock | 12,085,425 | 6,318,473 | 2,516,448 | 12,043,159 | |
Basic and diluted net income (loss) per common stock | $ (0.03) | $ (0.15) | $ (0.28) | $ 0.17 | |
Common Class B [Member] | |||||
Other Income (Expense) | |||||
Net Income (Loss) | $ (100,340) | $ (368,404) | $ (589,508) | $ 479,664 | |
Weighted average shares outstanding of Class B common stock | 2,875,000 | 2,500,000 | 2,088,745 | 2,875,000 | |
Basic and diluted net income (loss) per common stock | $ (0.03) | $ (0.15) | $ (0.28) | $ 0.17 | |
Class A common stock subject to redemption | |||||
Other Income (Expense) | |||||
Weighted average shares outstanding of Class B common stock | 4,996,904 | ||||
Basic and diluted net income (loss) per common stock | $ 0.62 | ||||
Class A non-redeemable common stock | |||||
Other Income (Expense) | |||||
Weighted average shares outstanding of Class B common stock | 226,915 | ||||
Basic and diluted net income (loss) per common stock | $ 0.62 | ||||
Class B non-redeemable common stock | |||||
Other Income (Expense) | |||||
Weighted average shares outstanding of Class B common stock | 2,205,882 | ||||
Basic and diluted net income (loss) per common stock | $ 0.62 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Deficit (Unaudited) - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] |
Balance at Feb. 11, 2021 | |||||||
Balance, shares at Feb. 11, 2021 | 0 | 0 | |||||
Net income (loss) | (229) | (229) | |||||
Issuance of Class B common stock to Sponsor | 25,000 | 24,997 | $ 3 | ||||
Issuance of Class B common stock to Sponsor, shares | 0 | 2,875,000 | |||||
Capital Contribution | 229 | 229 | |||||
Balance at Mar. 31, 2021 | 25,000 | 25,226 | (229) | $ 3 | |||
Balance, shares at Mar. 31, 2021 | 0 | 2,875,000 | |||||
Balance at Feb. 11, 2021 | |||||||
Balance, shares at Feb. 11, 2021 | 0 | 0 | |||||
Net income (loss) | (1,299,727) | $ (710,219) | $ (589,508) | ||||
Balance at Sep. 30, 2021 | (13,312,136) | (13,312,140) | $ 1 | $ 3 | |||
Balance, shares at Sep. 30, 2021 | 521,675 | 2,875,000 | |||||
Balance at Feb. 11, 2021 | |||||||
Balance, shares at Feb. 11, 2021 | 0 | 0 | |||||
Net income (loss) | 4,585,547 | 4,585,547 | |||||
Issuance of Class B common stock to Sponsor | 25,000 | 24,997 | $ 3 | ||||
Issuance of Class B common stock to Sponsor, shares | 2,875,000 | ||||||
Capital Contribution | 229 | 229 | $ 0 | ||||
Sale of Public Units, shares | 11,500,000 | ||||||
Sale of Public Units | 115,000,000 | 114,999,988 | $ 12 | ||||
Class A Common Stock subject to possible redemption, Shares | (11,500,000) | ||||||
Class A Common Stock subject to possible redemption | (115,000,000) | (114,999,988) | $ (12) | ||||
Sale of Private Placement Units, Shares | 521,675 | ||||||
Sale of Private Placement Units | 5,216,750 | 5,216,749 | $ 1 | ||||
Initial fair value of private warrant liability | (437,816) | (437,816) | |||||
Remeasurement of Class A common stock to redemption amount | (16,815,322) | (16,815,322) | |||||
Re-classification | 12,011,163 | (12,011,163) | |||||
Adjustment of offering cost | (1,250) | (1,250) | |||||
Balance at Dec. 31, 2021 | (7,426,862) | (7,426,866) | $ 1 | $ 3 | |||
Balance, shares at Dec. 31, 2021 | 521,675 | 2,875,000 | |||||
Balance at Mar. 31, 2021 | 25,000 | 25,226 | (229) | $ 3 | |||
Balance, shares at Mar. 31, 2021 | 0 | 2,875,000 | |||||
Net income (loss) | 5 | 5 | $ 0 | ||||
Balance at Jun. 30, 2021 | 25,005 | 25,226 | (224) | $ 3 | |||
Balance, shares at Jun. 30, 2021 | 0 | 2,875,000 | |||||
Net income (loss) | (1,299,503) | 0 | (1,299,503) | (931,099) | (368,404) | ||
Sale of Public Units, shares | 11,500,000 | 0 | |||||
Sale of Public Units | 115,000,000 | 114,999,988 | $ 12 | ||||
Class A Common Stock subject to possible redemption, Shares | (11,500,000) | 0 | |||||
Class A Common Stock subject to possible redemption | (115,000,000) | (114,999,988) | $ (12) | ||||
Sale of Private Placement Units, Shares | 521,675 | 0 | |||||
Sale of Private Placement Units | 5,216,750 | 5,216,749 | $ 1 | ||||
Initial fair value of private warrant liability | (437,816) | (437,816) | |||||
Accretion redemption value of Class A common stock | (16,815,322) | (16,815,322) | |||||
Re-classification | 12,011,163 | (12,011,163) | |||||
Adjustment of offering cost | (1,250) | (1,250) | |||||
Balance at Sep. 30, 2021 | (13,312,136) | (13,312,140) | $ 1 | $ 3 | |||
Balance, shares at Sep. 30, 2021 | 521,675 | 2,875,000 | |||||
Balance at Dec. 31, 2021 | (7,426,862) | (7,426,866) | $ 1 | $ 3 | |||
Balance, shares at Dec. 31, 2021 | 521,675 | 2,875,000 | |||||
Net income (loss) | 1,650,541 | 1,650,541 | |||||
Balance at Mar. 31, 2022 | (5,776,321) | (5,776,325) | $ 1 | $ 3 | |||
Balance, shares at Mar. 31, 2022 | 521,675 | 2,875,000 | |||||
Balance at Dec. 31, 2021 | (7,426,862) | (7,426,866) | $ 1 | $ 3 | |||
Balance, shares at Dec. 31, 2021 | 521,675 | 2,875,000 | |||||
Net income (loss) | 2,488,938 | 2,009,274 | 479,664 | ||||
Balance at Sep. 30, 2022 | (4,907,692) | 30,231 | (4,937,928) | $ 2 | $ 3 | ||
Balance, shares at Sep. 30, 2022 | 636,675 | 2,875,000 | |||||
Balance at Mar. 31, 2022 | (5,776,321) | (5,776,325) | $ 1 | $ 3 | |||
Balance, shares at Mar. 31, 2022 | 521,675 | 2,875,000 | |||||
Net income (loss) | 1,360,529 | 1,360,529 | |||||
Proceeds received in excess of initial fair value of Sponsor Working Capital Loan | 139,000 | 139,000 | |||||
Balance at Jun. 30, 2022 | (4,276,792) | 139,000 | (4,415,796) | $ 1 | $ 3 | ||
Balance, shares at Jun. 30, 2022 | 521,675 | 2,875,000 | |||||
Net income (loss) | (522,132) | (522,132) | $ (421,792) | $ (100,340) | |||
Proceeds received in excess of initial fair value of Sponsor Working Capital Loan | 239,000 | 239,000 | |||||
Sale of Private Placement Units, Shares | 115,000 | 0 | |||||
Sale of Private Placement Units | 1,150,000 | 1,149,999 | $ 1 | ||||
Initial fair value of private warrant liability | (7,763) | (7,763) | |||||
Remeasurement of Class A common stock to redemption amount | (1,490,005) | (1,490,005) | |||||
Balance at Sep. 30, 2022 | $ (4,907,692) | $ 30,231 | $ (4,937,928) | $ 2 | $ 3 | ||
Balance, shares at Sep. 30, 2022 | 636,675 | 2,875,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ (522,132) | $ (1,299,727) | $ 2,488,938 | $ 4,585,547 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Dividends earned on marketable securities held in Trust Account | (529,950) | (699,327) | ||
Formation costs paid by stockholder in form of capital contribution | 229 | 229 | ||
Interest earned on marketable securities held in Trust Account | (747) | (3,213) | ||
Offering costs allocated to warrants | 505,696 | 505,696 | ||
Change in fair value of Sponsor Working Capital Loan | 4,200 | |||
Change in fair value of warrant liability | (270,488) | 680,914 | (3,431,576) | (5,621,902) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (315,687) | 156,962 | (171,837) | |
Accounts payable | 651,410 | 125,821 | ||
Accrued expenses and other current liabilities | 29,560 | (1,907) | ||
Income tax payable | 112,535 | |||
Franchise tax payable | 29,353 | 120,647 | ||
Net cash used in operating activities | (399,762) | (689,412) | (459,012) | |
Cash flows from investing activities: | ||||
Investment of cash in Trust Account | (116,725,000) | (1,150,000) | (116,725,000) | |
Net cash used in investing activities | (116,725,000) | (1,150,000) | (116,725,000) | |
Cash flows from financing activities: | ||||
Proceeds from Sponsor Working Capital Loan | 470,000 | |||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | 25,000 | ||
Proceeds from sale of Units, net of underwriting discount paid | 113,050,000 | 113,050,000 | ||
Proceeds from sale of private placement units | 5,216,750 | 1,150,000 | 5,216,750 | |
Payment of offering costs | (770,143) | (770,143) | ||
Net cash provided by financing activities | 117,521,607 | 1,620,000 | 117,521,607 | |
Net change in cash | 396,845 | (219,412) | 337,595 | |
Cash at the beginning of the period | 0 | 337,595 | 0 | |
Cash at the end of the period | $ 118,183 | 396,845 | 118,183 | 337,595 |
Supplemental disclosure of non-cash investing and financing activities | ||||
Remeasurement of Class A common stock to redemption amount | 1,490,005 | |||
Proceeds in excess of initial fair value of working capital loans | 378,000 | |||
Deferred underwriting fee payable | 3,450,000 | 3,450,000 | ||
Initial Classification of Class A common stock subject to redemption | 116,725,000 | 116,725,000 | ||
Proceeds from promissory note and repayment | $ 186,542 | $ 186,542 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Business Description and Basis of Presentation [Text Block] | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Pono Capital Corp (the “Company” or “Pono”) is a blank check company incorporated in Delaware on February 12, 2021. As used herein, “the Company” refers to Pono Capital Corp, and its wholly owned and controlled subsidiary, Pono Merger Sub, Inc. (“Merger Sub”), unless the context indicates otherwise. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company has neither engaged in any operations nor generated any revenues to date. The Company’s only activities for the nine months ended September 30, 2022 and for the period from February 12, 2021 (inception) through December 31, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering (“Initial Public Offering”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Mehana Equity LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 10, 2021. On August 13, 2021, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000 (see Note 3) (the “Initial Public Offering”). 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 469,175 units (the “Placement Units”) to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $4,691,750 (the “Private Placement”) (see Note 4). Subsequently, on August 18, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units occurred (the “Over-allotment Option Units”). The total aggregate issuance by the Company of 1,500,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $15,000,000. On August 18, 2021, simultaneously with the sale of the Over-allotment Option Units, the Company consummated the private sale of an additional 52,500 Placement Units, generating gross proceeds of $525,000. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. A total of $116,725,000, comprised of the proceeds from the Offering and the proceeds of Private Placements that closed on August 13, 2021 and August 18, 2021, net of the underwriting commissions, discounts, and offering expenses, was deposited in a trust account (the “Trust Account”) established for the benefit of the Company’s public stockholders. Transaction costs of the Initial Public Offering amounted to $6,168,893, consisting of $1,950,000 of underwriting fees, $3,450,000 of deferred underwriting fees (see Note 6) and $768,893 of other costs. Following the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $823,378 of cash was held outside of the Trust Account available for working capital purposes. As of September 30, 2022 and December 31, 2021, the Company had $118,183 and $337,595 of cash available on the condensed consolidated balance sheets, respectively, and a working capital deficit of $1,001,001 and a working capital surplus of $262,964, respectively. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. 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. The Company will have until February 13, 2023 to consummate a Business Combination. If the Company is unable to complete a Business Combination within 12 months (or up to 18 months from the closing of the IPO at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $1,000,000, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Unit in either case) for each three month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the third amended and restated certificate of incorporation) from the closing of the Offering to consummate a Business Combination (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 five business days thereafter, redeem 100% of the outstanding 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 amount per Unit in the Trust Account ($10.15). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.15 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Termination of Old Proposed Business Combination On March 17, 2022, the Company entered into an Agreement and Plan of Merger (the “Old Merger Agreement”), by and among Pono, Merger Sub, Benuvia, Inc., a Delaware corporation (“Benuvia”), Mehana Equity, LLC, in its capacity as Purchaser Representative, and Shannon Soqui, in his capacity as Seller Representative. Pursuant to the Old Merger Agreement, at the closing of the transactions contemplated by the Old Merger Agreement, Merger Sub would merge with and into Benuvia, with Benuvia continuing as the surviving corporation. The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K On August 8, 2022, the Company and Benuvia mutually terminated the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision to terminate the Merger Agreement. New Proposed Business Combination On September 7, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Pono, Pono Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pono (“Merger Sub”), AERWINS Technologies Inc., a Delaware corporation (“AERWINS”), Mehana Equity, LLC, in its capacity as Purchaser Representative, and Shuhei Komatsu, in his capacity as Seller Representative. Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into AERWINS, with AERWINS continuing as the surviving corporation (the “Surviving Corporation”). As consideration for the Merger, the holders of AERWINS securities collectively shall be entitled to receive from the Company, in the aggregate, a number of the Company’s securities with an aggregate value equal to (the “Merger Consideration”) (a) Six Hundred Million U.S. Dollars ($600,000,000), minus (b) the amount by which the aggregate amount of any outstanding indebtedness (minus cash held by AERWINS) of AERWINS at Closing (the “Closing Net Indebtedness”), minus (c) the amount by which AERWINS’ Net Working Capital is less than $3 million, plus (d) the amount by which AERWINS’ Net Working Capital exceeds $3 million, minus (e) specified transaction expenses of AERWNS associated with the Merger, with each AERWINS stockholder receiving, for each share of AERWINS common stock held, a number of shares of the Company common stock equal to (i) the Per Share Consideration, divided by (ii) $10.00. Each outstanding option or warrant to purchase AERWINS common stock shall be converted into the right to receive an option or warrant to purchase a number of shares of the Company common stock equal to (x) the Per Share Consideration divided by (y) $10.00. The Merger Consideration otherwise payable to AERWINS stockholders is subject to the withholding of a number of shares of the Company common stock equal to three percent (3.0%) of the Merger Consideration to be placed in escrow for post-closing adjustments (if any) to the Merger Consideration. The Merger Consideration is subject to adjustment after the Closing based on confirmed amounts of the Closing Net Indebtedness, Net Working Capital and transaction expenses as of the Closing Date. If the adjustment is a negative adjustment in favor of the Company, the escrow agent shall distribute to the Company a number of shares of the Company common stock with a value equal to the absolute value of the adjustment amount. If the adjustment is a positive adjustment in favor of AERWINS, the Company will issue to the AERWINS stockholders an additional number of shares of the Company common stock with a value equal to the adjustment amount. The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K Going Concern and Management Liquidity Plans As of September 30, 2022 and December 31, 2021, the Company had $118,183 and $337,595 in cash, respectively, and a working capital deficit of $1,001,001 and a working capital surplus of $262,964, respectively. The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from notes payable and from the issuance of common stock. The Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the Initial Public Offering held outside of the Trust Account for paying existing accounts payable and consummating the Business Combination. Although certain of the Company’s initial stockholders, officers and directors or their affiliates have committed up to $1,500,000 Working Capital Loans (see Note 5) from time to time or at any time, there is no guarantee that the Company will receive such funds. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s financing and acquisition plans. Management plans to address this uncertainty with the successful closing of a Business Combination. The Company will have until February 13, 2023 to consummate a Business Combination. If a Business Combination is not consummated by February 13, 2023, which is less than one year after the date these condensed consolidated financial statements are issued, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by February 13, 2023. Based upon the above analysis, management determined that liquidity concerns and the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern within less than one year after the date the condensed consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 available 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 condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. per-share | Note 1 — Description of Organization and Business Operations, Going Concern and Basis of Presentation Pono Capital Corp (the “Company”) is a blank check company incorporated in Delaware on February 12, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to December 31, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering (“Initial Public Offering”) and identifying a target company for a business combination. 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 Mehana Equity LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 11, 2021. On August 13, 2021, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000 (see Note 6) (the “Initial Public Offering”). 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 469,175 units (the “Placement Units”) to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $4,691,750 (the “Private Placement”). Subsequently, on August 18, 2021, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units occurred (the “Over-allotment Option Units”). The total aggregate issuance by the Company of 1,500,000 units at a price of $10.00 per unit resulted in total gross proceeds of $15,000,000. On August 18, 2021, simultaneously with the sale of the Over-allotment Option Units, the Company consummated the private sale of an additional 52,500 Placement Units, generating gross proceeds of $525,000. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. A total of $116,725,000, comprised of the proceeds from the Offering and the proceeds of private placements that closed on August 13, 2021 and August 18, 2021, net of the underwriting commissions, discounts, and offering expenses, was deposited in a trust account established for the benefit of the Company’s public stockholders. Transaction costs of the Initial Public Offering amounted to $6,168,893, consisting of $1,950,000 of underwriting fees, $3,450,000 of deferred underwriting fees (see Note 6) and $768,893 of other costs. Following the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $823,378 of cash was held outside of the Trust Account available for working capital purposes. As of December 31, 2021, we have available to us $337,595 of cash on our balance sheet and a working capital of $262,964. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. 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. The Company will have until August 13, 2022 (or up to February 13, 2023, as applicable) to consummate a Business Combination. If the Company is unable to complete a Business Combination within 12 months (or up to 18 months from the closing of the IPO at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $1,000,000, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) for each three month extension, into the trust account, or as extended by the Company’s stockholders in accordance with our third amended and restated certificate of incorporation) from the closing of the Offering to consummate a Business Combination (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 five business days thereafter, redeem 100% of the outstanding 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 amount per Unit in the trust account ($10.15). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.15 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Management Liquidity Plans As of December 31, 2021, the Company had $337,595 in cash and a working capital of $262,964. The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from notes payable and from the issuance of common stock. Subsequent to the consummation of the Initial Public Offering, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the Initial Public Offering and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial stockholders, officers and directors or their affiliates have committed to up to $1,500,000 Working Capital Loans (see Note 5) from time to time or at any time, there is no guarantee that the Company will receive such funds. The accompanying financial statement has been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during period leading up to the Initial Business Combination. The Company will have until August 13, 2022 (or up to February 13, 2023, as applicable) to consummate a Business Combination. If a Business Combination is not consummated by February 13, 2023, less than one year after the date the financial statements are issued, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 13, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by February 13, 2023. Based upon the above analysis, management determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within less than one year after the date the financial statements are issued. The Company cannot provide any assurance that its plans to raise capital or to consummate an Initial Business Combination will be successful. Based on the foregoing, management believes that there is a risk that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of the Initial Business Combination or one year from this filing. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements of the Company are presented in conformity with GAAP and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in consolidated financial statements prepared in accordance with 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 comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated 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. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-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 Use of Estimates The preparation of condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and 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 condensed consolidated 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. Significant estimates made by the Company include those pertaining to the valuation of the warrant liabilities and working capital loan. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had $118,183 and $337,595 in cash as of September 30, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account As of September 30, 2022 and December 31, 2021, substantially all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in Dividends earned on marketable securities held in Trust Account in the accompanying statements of operations. At September 30, 2022 and December 31, 2021, the investments held in the Trust Account totaled $118,577,540 and $116,728,213, respectively. Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 - Income Taxes (“ASC 740”) 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 condensed consolidated 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 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated 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 Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate from continuing operations was -26.6% 0.0 See Note 8 for additional information on income taxes for the periods presented. Class A Common Stock Subject to Possible Redemption All of the 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 third amended and restated certificate of incorporation. In accordance with ASC 480 Distinguishing Liabilities from Equity paid-in paid-in As of September 30, 2022 and December 31, 2021, 11,500,000 shares of Class A Common Stock outstanding are subject to possible redemption. As of September 30, 2022 and December 31, 2021, the Class A Common Stock reflected on the condensed consolidated balance sheets are reconciled in the following table: Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A common stock issuance costs (5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Redeemable Class A Common Stock as of December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 1,490,005 Redeemable Class A Common Stock as of September 30, 2022 118,215,005 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 depository insurance coverage of $250,000. As of September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Therefore, the income (loss) per share calculation allocates income (losses) pro rata between Class A and Class B common stock. As a result, the calculated net income (loss) per share is the same for Class A and Class B common stock. The Company has not considered the effect of the Public Warrants (as defined in Note 3) and Placement Warrants (as defined in Note 4), to purchase an aggregate of 9,102,506 shares in the calculation of income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ (421,792 ) $ (100,340 ) $ (931,099 ) $ (368,404 ) $ 2,009,274 $ 479,664 $ (710,219 ) $ (589,508 ) Denominator: Basic and diluted weighted average shares outstanding 12,085,425 2,875,000 6,318,473 2,500,000 12,043,159 2,875,000 2,516,448 2,088,745 Basic and diluted net income (loss) per share $ (0.03 ) $ (0.03 ) $ (0.15 ) $ (0.15 ) $ 0.17 $ 0.17 $ (0.28 ) $ (0.28 ) Offering Costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, and presented as non-operating Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 Derivatives and Hedging - Contracts in Entity’s Own Equity re-measurement Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Sponsor Working Capital Loans The Company accounts for the Sponsor Working Capital Loans (defined below in Note 5) under ASC 815. The Company has made the election under ASC 815-15-25 non-cash Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Merger Sub, after elimination of all intercompany transactions and balances as of September 30, 2022 and December 31, 2021. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $337,595 in cash and no cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds. 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 Class A Common Stock Subject to Possible Redemption All of the 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 third 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. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($10.15 per share) at the end of each reporting period. Such changes are reflected in additional paid-in On December 31, 2021, 11,500,000 shares of Class A Common Stock outstanding are subject to possible redemption. As of December 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: As of December 31, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A shares issuance costs (5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Contingently redeemable Class A Common Stock $ 116,725,000 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 depository insurance coverage of $250,000. On December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable non-redeemable For The Period from February 12, 2021 (Inception) Through 2021 Redeemable Class A common stock Numerator: net income allocable to redeemable Class A common shares $ 3,085,098 Denominator: weighted average number of redeemable Class A common shares 4,996,904 Basic and diluted net income per redeemable Class A common share $ 0.62 Non-redeemable Numerator: net income allocable to non-redeemable $ 139,952 Denominator: weighted average number of non-redeemable 226,915 Basic and diluted net income per non-redeemable $ 0.62 Non-redeemable Numerator: net income allocable to non-redeemable $ 1,360,497 Denominator: weighted average number of non-redeemable 2,205,882 Basic and diluted net income per non-redeemable $ 0.62 Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating Warrant Liabilities We account for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D re-measurement Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020- 06 amends the diluted earnings per share guidance, including the requirement to use the if-converted 2020-06 2020-06 |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Initial Public Offering | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Following the closing of the Initial Public Offering on August 13, 2021 and the sale of the Over-allotment Option Units on August 18, 2021, the Company sold 11,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one common stock and three-quarters of one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase three-quarters of one common stock at an exercise price of $11.50 per whole share. | Note 3 —Initial Public Offering Following the closing of the Initial Public Offering on August 13, 2021 and the sale of the Over-allotment Option Units on August 18, 2021, the Company sold 11,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one common stock and three-quarters of one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase three-quarters of one common stock at an exercise price of $11.50 per whole share. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Private Placement | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Following the closing of the Initial Public Offering and the sale of the Over-allotment Option Units, the Sponsor purchased an aggregate of 521,675 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $5,216,750. On August 10, 2022, the Company received $1,150,000 in funding from Mehana Capital LLC (“Mehana Capital”), an affiliate of the Sponsor to extend the Combination Period for an additional three months, as described in Note 1. Mehana Capital purchased an aggregate of 115,000 placement units of the Company, each unit consists of one share of Class A common stock, $0.000001 par value per share, and three-quarters of one warrant, each whole Placement Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (the “Placement Units”), creating proceeds to the Company of $1,150,000 which was deposited into the trust account. The proceeds from the sale of the Private 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 for the placement warrants (“Placement Warrants”), as described in Note 7. 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. | Note 4 — Private Placement Following the closing of the Initial Public Offering and the sale of the Over-allotment Option Units, the Sponsor purchased an aggregate of 521,675 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $5,216,750. 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 for the placement warrants (“Placement Warrants”), as described in Note 7. 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 | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 22, 2021, 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. Such Class B common stock includes an aggregate of up to 375,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own at least 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). The underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to any of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading Promissory Note - Related Party On March 22, 2021, the Sponsor committed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor may provide the Company with a loan up to $1,500,000 as may be required (“Sponsor Working Capital Loans”). Such Sponsor Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Sponsor Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Sponsor Working Capital Loans. On September 23, 2021, the Company entered into a Sponsor Working Capital Loan in the amount of up to $1,500,000. During the three months and nine months ended September 30, 2022, the Company received proceeds of $295,000 and $470,000 respectively. The Sponsor Working Capital Loan is non-interest Private Placement Units. Using the fair value option, the Sponsor Working Capital Loan is required to be recorded at its’ initial fair value on the date of issuance, and each reporting period thereafter. Differences between the face value of the Sponsor Working Capital Loan and fair value at issuance are recognized as either an expense in the condensed consolidated statement of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the Sponsor Working Capital Loan are recognized as a non-cash If the Company anticipates that it may not be able to consummate the initial Business Combination within 18 months from the date of the Initial Public Offering, the Company may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the third Amended and Restated Certificate of Incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, must deposit into the Trust Account $1,150,000 ($0.10 per Unit in either case), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $2,300,000 ($0.10 per Unit). Any such payments would be made in the form of a loan. Any such loans will be non-interest Extension Private Placements On August 10, 2022, the Company received $1,150,000 in funding from Mehana Capital, an affiliate of the Sponsor, to extend the Combination Period for an additional three months (the “August Extension”), as described in Note 1. Mehana Capital purchased an aggregate of 115,000 Placement Units of the Company, each unit consists of one share of Class A common stock, $0.000001 par value per share, and three-quarters of one warrant, each whole Placement Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, creating proceeds to the Company of $1,150,000 which was deposited into the trust account as further described in the Form 8-K On November 9, 2022, the Company received an additional $1,150,000 in funding, of which $575,000 was from Mehana Capital and $575,000 was from AERWINS, to further extend the Combination Period for an additional three months to February 13, 2023 (the “November Extension”). Mehana Capital purchased an additional 57,500 Placement Units and AERWINS purchased 57,500 Placement Unites, creating proceeds to the Company of $1,150,000 which was deposited into the trust account as further described in the Form 8-K The proceeds from the sale of the Private Placement Units from both the August Extension and the November Extension 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 for the Placement Warrants, as described in Note 7. 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. Administrative Support Agreement The Company’s Sponsor 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 Mehana Equity LLC, the Sponsor, $10,000 per month for these services during the 18-month | Note 5 — Related Party Transactions Founder Shares On March 22, 2021, 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. Such Class B common stock includes an aggregate of up to 375,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own at least 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). The underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture. The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees) until, with respect to any of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading Promissory Note — Related Party On March 22, 2021, the Sponsor committed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor may provide us with a loan to the Company up to $1,500,000 as may be required (“Working Capital Loans”). Such Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. If the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months, the Company may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the trust account as set out below. Pursuant to the terms of the third Amended and Restated Certificate of Incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, must deposit into the Trust Account $1,150,000 with the underwriters’ over-allotment option exercised in full ($0.10 per unit in either case), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $2,300,000 with the underwriters’ over-allotment option exercised in full ($0.10 per unit). Any such payments would be made in the form of a loan. Any such loans will be non-interest Administrative Support Agreement The Company’s Sponsor 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 Mehana Equity LLC, the Sponsor, $10,000 per month for these services during the 18-month |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 Units (including securities contained therein) that may be issued upon conversion of working capital loans, and any shares of 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 IPO, requiring us 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 two 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 Company’s completion of its initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Offering. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to a cash underwriting discount of: (i) two percent (2.00%) of the gross proceeds of the Offering, or $2,300,000. In addition, the underwriters are entitled to a deferred fee of three percent (3.00%) of the gross proceeds of the Offering upon closing of the Business Combination, or $3,450,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. On August 13, 2021, the underwriter has given the Company an abatement of $350,000. The total cash underwriting fee is $1,950,000 and the deferred underwriting fee is $3,450,000. Right of First Refusal For a period beginning on the closing of the IPO 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 lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement. | Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares and placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of working capital loans, and any shares of 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 IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to two demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Offering. Underwriters Agreement The Company granted the underwriters a 45-day The underwriters were entitled to a cash underwriting discount of: (i) two percent (2.00%) of the gross proceeds of the Offering, or $2,300,000. In addition, the underwriters are entitled to a deferred fee of three percent (3.00%) of the gross proceeds of the Offering upon closing of the Business Combination, or $3,450,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. On August 13, 2021, the underwriter has given the Company a rebatement of $350,000. The total cash underwriting fee is $1,950,000 and the deferred underwriting fee is $3,450,000. Right of First Refusal For a period beginning on the closing of the IPO and ending 12 months from the closing of a business combination, we have granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock 100,000,000 Class B Common Stock — one-for-one Warrants — 815-40, Public Warrants may only be exercised for a whole number of shares at a price of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination or earlier upon redemption or 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 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. 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 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 its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, it 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, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it 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. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants when the price per Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 30-day • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable On September 30, 2022 and December 31, 2021, there were 8,625,000 Public Warrants. On September 30, 2022 and December 31, 2021, there were 477,506 and 391,256 Private Placement Warrants outstanding, respectively. | Note 7 – Stockholders’ Equity Preferred Stock no Class A Common Stock 521,675 Class A Common Stock Subject to Possible Redemption — Class B Common Stock — one-for-one Warrants — 815-40, Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination or earlier upon redemption or 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 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. 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 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 its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, it 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, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it 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. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of warrants when the price per Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable On December 31, 2021, there were 8,625,000 Public Warrants and 391,256 Private Placement Warrants outstanding. |
INCOME TAXES
INCOME TAXES | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 8. INCOME TAXES The Company’s effective tax rate for the three and nine months ended September 30, 2022 was -26.6% | Note 8 — Income Taxes The Company did not have any significant deferred tax assets or liabilities as of December 31, 2021. The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax asset Organizational costs/Startup expenses $ 104,959 Net operation loss carryforward 29,828 Total deferred tax asset 134,787 Valuation allowance (134,787 ) Deferred tax asset, net of allowance $ — As of December 31, 2021, the Company did not have any material U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 12, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $134,787. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, 2021 Statutory federal income tax rate 21.0 % Tax effects of change in fair value of warrant liability (25.1 )% Tax effects of transaction costs allocated to warrant liability 2.3 % Change in valuation allowance 1.8 % Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Measurements | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 September 30, 2022 Assets Marketable securities held in Trust Account: $ 118,577,540 $ 118,577,540 $ — $ — Liabilities Public Warrants $ 776,250 $ — $ 776,250 $ — Private Placement Warrants $ 42,976 $ — $ 42,976 $ — Sponsor Working Capital Loan $ 96,200 $ — $ — $ 96,200 Description Amount at Level 1 Level 2 Level 3 December 31, 2021 Assets Marketable securities held in Trust Account: $ 116,728,213 $ 116,728,213 $ — $ — Liabilities Public Warrants $ 4,052,888 $ 4,052,888 $ — $ — Private Placement Warrants $ 190,151 $ — $ — $ 190,151 As of September 30, 2022 and December 31, 2021, assets held in the Trust Account were $118,577,540 and $116,728,213 in a mutual fund invested in U.S. Treasury Securities, respectively. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from February 12, 2021 (inception) to December 31, 2021. During the nine months ended September 30, 2022, the Public Warrants transferred from a Level 1 measure to Level 2 due to minimal observable market activity. During the nine months ended September 30, 2022, the Private Warrants transferred from a Level 3 measure to a Level 2 measure as the fair value of the Public Warrants approximates the fair value of the Private Warrants. On October 1, 2021, the Public Warrants surpassed the 52-day On April 1, 2022, the Company entered into the Sponsor Working Capital Loan. Given the potential equity component of this Sponsor Working Capital Loan, it was valued using a Black-Scholes method that is adjusted for the estimated probability of the Company completing a Business Combination, which is considered to be a Level 3 fair value measurement. As such, as of September 30, 2022, the Company classified the Sponsor Working Capital Loan as Level 3. The estimated value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement from the initial measurement through December 31, 2021 was $4,052,888 as presented in the changes in fair value of Level 3 warrant liabilities table below. Warrants Working Fair value as of February 12, 2021 (inception) $ — $ — Initial measurement on August 13, 2021 (Level 3) 9,864,941 — Change in fair value (5,621,902 ) — Transfer to Level 1 (4,052,888 ) — Fair value as of December 31, 2021 190,151 — Change in fair value of Private Placement Warrants (95,076 ) — Fair value as of March 31, 2022 $ 95,075 $ — Initial measurement of draw on Sponsor Working Capital Loan on April 1, 2022 — 23,000 Initial measurement of draw on Sponsor Working Capital Loan on May 24, 2022 — 13,000 Change in fair value of Sponsor Working Capital Loan — (1,000 ) Change in fair value of Private Placement Warrants (71,600 ) — Fair value as of June 30, 2022 $ 23,475 $ 35,000 Initial measurement of draw on Sponsor Working Capital Loan on July 16, 2022 — 7,000 Initial measurement of draw on Sponsor Working Capital Loan on August 8, 2022 — 13,600 Initial measurement of Private Placement Warrants issued on August 10, 2022 7,763 — Initial measurement of draw on Sponsor Working Capital Loan on September 12, 2022 — 35,400 Change in fair value of Sponsor Working Capital Loan — 5,200 Transfer to Level 2 of Private Placement Warrants (31,238 ) — Fair value as of September 30, 2022 $ — $ 96,200 The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a Modified Monte-Carlo Simulation. As of September 30, 2022 and December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 2 measurement due to minimal observable market activity and a Level 1 measurement due to the use of an observable market quote in an active market, respectively. The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period for warrants that are not actively traded, which at September 30, 2022 included the Private Placement Warrants. The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a binomial Monte-Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs of the Private Placement Warrants as of their measurement dates: As of Stock price $ 9.97 Strike price $ 11.50 Term (in years) 5.6 Post-Merger Period Volatility 9.5 % Risk-free rate 1.3 % Dividend yield — % Probability of completing a Business Combination 90.0 % Fair value of warrants $ 0.49 The Sponsor Working Capital Loan was valued using a Black-Scholes method that is adjusted for the estimated probability of the Company completing a Business Combination, which is considered to be a Level 3 fair value measurement. The estimated fair value of each draw of the Sponsor Working Capital Loan was based on the following significant inputs: As of September 30, As of As of As of As of As of Unit price $ 10.21 $ 10.12 $ 10.10 $ 10.10 $ 10.08 $ 10.38 Conversion price $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 Expected term 0.1 0.2 0.3 0.3 0.4 0.5 Unit volatility 13.2 % 5.2 % 1.4 % 5.9 % 5.5 % 14.0 % Dividend yield — % — % — % — % — % — % Risk free rate 2.9 % 2.9 % 2.7 % 2.5 % 1.2 % 1.1 % Discount rate 8.9 % 5.7 % 6.3 % 8.5 % 9.8 % 9.8 % Probability of completing initial Business Combination 20 % 20 % 16 % 20.0 % 20 % 20 % Fair value of Sponsor Working Capital Loan $ 96,200 $ 35,400 $ 13,600 $ 7,000 $ 13,000 $ 23,000 The Company recognized a gain (loss) in connection with changes in the fair value of warrant liabilities of $(270,488) and $3,431,576 in the condensed consolidated statements of operations during the three and nine months ended September 30, 2022, respectively. The Company recognized a loss of $680,914 in the condensed consolidated statements of operations during the three months ended September 30, 2021 and for the period from February 12, 2021 (inception) through September 30, 2021. The Company recognized a loss on the change in fair value of Sponsor Working Capital Loan of $5,200 and $4,200 in the condensed consolidated statement of operations for the three and nine months ended September 30, 2022, respectively. The aggregate amount by which the cash proceeds from the draws on the Sponsor Working Capital Loan was in excess of the fair value on the initial paid-in | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description: Quoted Prices in (Level 1) Significant other (Level 2) Significant other (Level 3) Assets Marketable securities held in Trust Account $ 116,728,213 $ — $ — Warrant Liabilities: Public Warrants $ 4,052,888 $ — $ — Private Placement Warrants $ — $ — $ 190,151 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period from February 12, 2021 (inception) to December 31, 2021. On October 1, 2021, the Public Warrants surpassed the 52-day The estimated value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement from the initial measurement through December 31, 2021 was $4,052,888 as presented in the changes in fair value of Level 3 warrant liabilities table below. Warrants Fair value as of February 12, 2021 (inception) $ — Initial measurement on August 13, 2021 (Level 3) 9,864,941 Change in fair value (5,621,902 ) Transfer to Level 1 (4,052,888 ) Fair value as of December 31, 2021 $ 190,151 The Warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a Modified Monte Carlo Simulation. As of December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. At December 31, 2021, assets held in the Trust Account were $116,728,213 in a mutual fund invested in U.S. Treasury Securities. The Company recognized $9,864,941 for the derivative warrant liabilities upon their issuance on August 13, 2021. The Sponsor paid an aggregate of $5,216,750 for Private Placement Warrants with an initial aggregate fair value of $437,816. The excess purchase price over the initial fair value on the private placement closing date is recognized as a capital contribution from the Sponsor. The Company utilizes a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period for warrants that are not actively traded, which at December 31, 2021 included the Private Placement Warrants. The estimated fair value of the derivative warrant liabilities is determined using Level 3 inputs. Inherent in a binomial Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: August 13, 2021 December 31, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 9.18 $ 9.97 Expected term (years) 6.00 5.61 Probability of Acquisition 80 % 90 % Post-Merger Period Volatility 25 % 9.5 % Risk-free rate 0.08 % 1.26 % Dividend yield (per share) 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the period from August 13, 2021 (Initial Public Offering) through December 31, 2021 is summarized as follows: Private Placement Public Warrants Total Warrant Fair value as of August 13, 2021 (Initial Public Offering) $ 437,816 $ 9,427,125 $ 9,864,941 Change in valuation inputs or other assumptions (1) (247,665 ) (5,374,237 ) (5,621,902 ) Fair value as of December 31, 2021 $ 190,151 $ 4,052,888 $ 4,243,039 (1) Changes in valuation inputs or other assumptions are recognized in the change in fair value of warrant liability in the statement of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than those subsequent events described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On October 27, 2022, the Company drew $215,000 from the Sponsor Working Capital Loan with the Sponsor. As further described in Note 5, on November 9, 2022, the Company entered into Purchase Agreements and completed the private sale of an aggregate of 115,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement and deposited $1,150,000 into the Company’s Trust account for its public stockholders, representing $0.10 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by three months from November 11, 2022 to February 13, 2023. The Purchase Agreements and related agreements are further described in the Company’s Current Report on Form 8-K | Note 10 – Subsequent Events Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements was issued. Based upon this review, other than those subsequent events described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On March 17, 2022, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement Merger Sub Benuvia Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “ Closing Surviving Corporation As consideration for the Merger, the holders of Benuvia securities collectively shall be entitled to receive from us, in the aggregate, a number of our securities with an aggregate value equal to (the “ Merger Consideration Closing Net Indebtedness Vested Options Stockholder Merger Consideration The Merger Consideration otherwise payable to Benuvia stockholders is subject to the withholding of two escrows: (i) a number of shares of our common stock equal to five percent (5.0%) of the Merger Consideration to be placed in escrow for post-closing adjustments (if any) to the Merger Consideration and (ii) a number of shares mutually agreeable between Benuvia and us not to exceed twenty percent (20.0%) of the Merger Consideration (the “ Price Protection Escrow Amount non-redeeming The Merger Consideration is subject to adjustment after the Closing based on confirmed amounts of the Closing Net Indebtedness of Benuvia as of the Closing Date. If the adjustment is a negative adjustment in favor of us, the escrow agent shall distribute to us a number of shares of our common stock with a value equal to the absolute value of the adjustment amount. If the adjustment is a positive adjustment in favor of Benuvia, we will issue to the Benuvia stockholders an additional number of shares of our common stock with a value equal to the adjustment amount. The Business Combination Agreement and related agreements are further described in our Current Report on Form 8-K |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying condensed consolidated financial statements of the Company are presented in conformity with GAAP and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in consolidated financial statements prepared in accordance with 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 comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated 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. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 | 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 |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and 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 condensed consolidated 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 | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had $118,183 and $337,595 in cash as of September 30, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $337,595 in cash and no cash equivalents as of December 31, 2021. |
Marketable Securities, Policy [Policy Text Block] | Marketable Securities Held in Trust Account As of September 30, 2022 and December 31, 2021, substantially all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in Dividends earned on marketable securities held in Trust Account in the accompanying statements of operations. At September 30, 2022 and December 31, 2021, the investments held in the Trust Account totaled $118,577,540 and $116,728,213, respectively. | Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in mutual funds. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 - Income Taxes (“ASC 740”) 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 condensed consolidated 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 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated 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 Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate from continuing operations was -26.6% 0.0 See Note 8 for additional information on income taxes for the periods presented. | 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 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 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 third amended and restated certificate of incorporation. In accordance with ASC 480 Distinguishing Liabilities from Equity paid-in paid-in As of September 30, 2022 and December 31, 2021, 11,500,000 shares of Class A Common Stock outstanding are subject to possible redemption. As of September 30, 2022 and December 31, 2021, the Class A Common Stock reflected on the condensed consolidated balance sheets are reconciled in the following table: Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A common stock issuance costs (5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Redeemable Class A Common Stock as of December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 1,490,005 Redeemable Class A Common Stock as of September 30, 2022 118,215,005 | Class A Common Stock Subject to Possible Redemption All of the 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 third 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. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($10.15 per share) at the end of each reporting period. Such changes are reflected in additional paid-in On December 31, 2021, 11,500,000 shares of Class A Common Stock outstanding are subject to possible redemption. As of December 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: As of December 31, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A shares issuance costs (5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Contingently redeemable Class A Common Stock $ 116,725,000 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | 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 depository insurance coverage of $250,000. As of September 30, 2022 and December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | 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 depository insurance coverage of $250,000. On December 31, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Therefore, the income (loss) per share calculation allocates income (losses) pro rata between Class A and Class B common stock. As a result, the calculated net income (loss) per share is the same for Class A and Class B common stock. The Company has not considered the effect of the Public Warrants (as defined in Note 3) and Placement Warrants (as defined in Note 4), to purchase an aggregate of 9,102,506 shares in the calculation of income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ (421,792 ) $ (100,340 ) $ (931,099 ) $ (368,404 ) $ 2,009,274 $ 479,664 $ (710,219 ) $ (589,508 ) Denominator: Basic and diluted weighted average shares outstanding 12,085,425 2,875,000 6,318,473 2,500,000 12,043,159 2,875,000 2,516,448 2,088,745 Basic and diluted net income (loss) per share $ (0.03 ) $ (0.03 ) $ (0.15 ) $ (0.15 ) $ 0.17 $ 0.17 $ (0.28 ) $ (0.28 ) | Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statements of operations includes a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class non-redeemable non-redeemable non-redeemable non-redeemable For The Period from February 12, 2021 (Inception) Through 2021 Redeemable Class A common stock Numerator: net income allocable to redeemable Class A common shares $ 3,085,098 Denominator: weighted average number of redeemable Class A common shares 4,996,904 Basic and diluted net income per redeemable Class A common share $ 0.62 Non-redeemable Numerator: net income allocable to non-redeemable $ 139,952 Denominator: weighted average number of non-redeemable 226,915 Basic and diluted net income per non-redeemable $ 0.62 Non-redeemable Numerator: net income allocable to non-redeemable $ 1,360,497 Denominator: weighted average number of non-redeemable 2,205,882 Basic and diluted net income per non-redeemable $ 0.62 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, and presented as non-operating | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40 Derivatives and Hedging - Contracts in Entity’s Own Equity re-measurement | Warrant Liabilities We account for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D re-measurement |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. | Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. |
Sponsor Working Capital Loans | Sponsor Working Capital Loans The Company accounts for the Sponsor Working Capital Loans (defined below in Note 5) under ASC 815. The Company has made the election under ASC 815-15-25 non-cash | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Merger Sub, after elimination of all intercompany transactions and balances as of September 30, 2022 and December 31, 2021. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 2020-06 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020- 06 amends the diluted earnings per share guidance, including the requirement to use the if-converted 2020-06 2020-06 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Stock by Class [Table Text Block] | As of September 30, 2022 and December 31, 2021, the Class A Common Stock reflected on the condensed consolidated balance sheets are reconciled in the following table: Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A common stock issuance costs (5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Redeemable Class A Common Stock as of December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 1,490,005 Redeemable Class A Common Stock as of September 30, 2022 118,215,005 | As of December 31, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table: As of December 31, 2021 Gross Proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (9,427,125 ) Class A shares issuance costs (5,663,197 ) Plus: Remeasurement of carrying value to redemption value 16,815,322 Contingently redeemable Class A Common Stock $ 116,725,000 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): Three Months Ended Three Months Ended Nine Months Ended For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ (421,792 ) $ (100,340 ) $ (931,099 ) $ (368,404 ) $ 2,009,274 $ 479,664 $ (710,219 ) $ (589,508 ) Denominator: Basic and diluted weighted average shares outstanding 12,085,425 2,875,000 6,318,473 2,500,000 12,043,159 2,875,000 2,516,448 2,088,745 Basic and diluted net income (loss) per share $ (0.03 ) $ (0.03 ) $ (0.15 ) $ (0.15 ) $ 0.17 $ 0.17 $ (0.28 ) $ (0.28 ) | For The Period from February 12, 2021 (Inception) Through 2021 Redeemable Class A common stock Numerator: net income allocable to redeemable Class A common shares $ 3,085,098 Denominator: weighted average number of redeemable Class A common shares 4,996,904 Basic and diluted net income per redeemable Class A common share $ 0.62 Non-redeemable Numerator: net income allocable to non-redeemable $ 139,952 Denominator: weighted average number of non-redeemable 226,915 Basic and diluted net income per non-redeemable $ 0.62 Non-redeemable Numerator: net income allocable to non-redeemable $ 1,360,497 Denominator: weighted average number of non-redeemable 2,205,882 Basic and diluted net income per non-redeemable $ 0.62 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 11 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Significant Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2021 Deferred tax asset Organizational costs/Startup expenses $ 104,959 Net operation loss carryforward 29,828 Total deferred tax asset 134,787 Valuation allowance (134,787 ) Deferred tax asset, net of allowance $ — |
Schedule of Federal Income Tax Rate | As of December 31, 2021, the Company did not have any material U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 12, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $134,787. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, 2021 Statutory federal income tax rate 21.0 % Tax effects of change in fair value of warrant liability (25.1 )% Tax effects of transaction costs allocated to warrant liability 2.3 % Change in valuation allowance 1.8 % Income tax provision — % |
Schedule of Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: December 31, 2021 Statutory federal income tax rate 21.0 % Tax effects of change in fair value of warrant liability (25.1 )% Tax effects of transaction costs allocated to warrant liability 2.3 % Change in valuation allowance 1.8 % Income tax provision — % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS BY LEVEL WITHIN FAIR VALUE HIERARCHY | Description Amount at Level 1 Level 2 Level 3 September 30, 2022 Assets Marketable securities held in Trust Account: $ 118,577,540 $ 118,577,540 $ — $ — Liabilities Public Warrants $ 776,250 $ — $ 776,250 $ — Private Placement Warrants $ 42,976 $ — $ 42,976 $ — Sponsor Working Capital Loan $ 96,200 $ — $ — $ 96,200 Description Amount at Level 1 Level 2 Level 3 December 31, 2021 Assets Marketable securities held in Trust Account: $ 116,728,213 $ 116,728,213 $ — $ — Liabilities Public Warrants $ 4,052,888 $ 4,052,888 $ — $ — Private Placement Warrants $ 190,151 $ — $ — $ 190,151 | The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description: Quoted Prices in (Level 1) Significant other (Level 2) Significant other (Level 3) Assets Marketable securities held in Trust Account $ 116,728,213 $ — $ — Warrant Liabilities: Public Warrants $ 4,052,888 $ — $ — Private Placement Warrants $ — $ — $ 190,151 |
SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES | Warrants Working Fair value as of February 12, 2021 (inception) $ — $ — Initial measurement on August 13, 2021 (Level 3) 9,864,941 — Change in fair value (5,621,902 ) — Transfer to Level 1 (4,052,888 ) — Fair value as of December 31, 2021 190,151 — Change in fair value of Private Placement Warrants (95,076 ) — Fair value as of March 31, 2022 $ 95,075 $ — Initial measurement of draw on Sponsor Working Capital Loan on April 1, 2022 — 23,000 Initial measurement of draw on Sponsor Working Capital Loan on May 24, 2022 — 13,000 Change in fair value of Sponsor Working Capital Loan — (1,000 ) Change in fair value of Private Placement Warrants (71,600 ) — Fair value as of June 30, 2022 $ 23,475 $ 35,000 Initial measurement of draw on Sponsor Working Capital Loan on July 16, 2022 — 7,000 Initial measurement of draw on Sponsor Working Capital Loan on August 8, 2022 — 13,600 Initial measurement of Private Placement Warrants issued on August 10, 2022 7,763 — Initial measurement of draw on Sponsor Working Capital Loan on September 12, 2022 — 35,400 Change in fair value of Sponsor Working Capital Loan — 5,200 Transfer to Level 2 of Private Placement Warrants (31,238 ) — Fair value as of September 30, 2022 $ — $ 96,200 | The change in the fair value of the derivative warrant liabilities for the period from August 13, 2021 (Initial Public Offering) through December 31, 2021 is summarized as follows: Private Placement Public Warrants Total Warrant Fair value as of August 13, 2021 (Initial Public Offering) $ 437,816 $ 9,427,125 $ 9,864,941 Change in valuation inputs or other assumptions (1) (247,665 ) (5,374,237 ) (5,621,902 ) Fair value as of December 31, 2021 $ 190,151 $ 4,052,888 $ 4,243,039 (1) Changes in valuation inputs or other assumptions are recognized in the change in fair value of warrant liability in the statement of operations. |
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES | The following table provides quantitative information regarding Level 3 fair value measurements inputs of the Private Placement Warrants as of their measurement dates: As of Stock price $ 9.97 Strike price $ 11.50 Term (in years) 5.6 Post-Merger Period Volatility 9.5 % Risk-free rate 1.3 % Dividend yield — % Probability of completing a Business Combination 90.0 % Fair value of warrants $ 0.49 The Sponsor Working Capital Loan was valued using a Black-Scholes method that is adjusted for the estimated probability of the Company completing a Business Combination, which is considered to be a Level 3 fair value measurement. The estimated fair value of each draw of the Sponsor Working Capital Loan was based on the following significant inputs: As of September 30, As of As of As of As of As of Unit price $ 10.21 $ 10.12 $ 10.10 $ 10.10 $ 10.08 $ 10.38 Conversion price $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 10.00 Expected term 0.1 0.2 0.3 0.3 0.4 0.5 Unit volatility 13.2 % 5.2 % 1.4 % 5.9 % 5.5 % 14.0 % Dividend yield — % — % — % — % — % — % Risk free rate 2.9 % 2.9 % 2.7 % 2.5 % 1.2 % 1.1 % Discount rate 8.9 % 5.7 % 6.3 % 8.5 % 9.8 % 9.8 % Probability of completing initial Business Combination 20 % 20 % 16 % 20.0 % 20 % 20 % Fair value of Sponsor Working Capital Loan $ 96,200 $ 35,400 $ 13,600 $ 7,000 $ 13,000 $ 23,000 | The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: August 13, 2021 December 31, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 9.18 $ 9.97 Expected term (years) 6.00 5.61 Probability of Acquisition 80 % 90 % Post-Merger Period Volatility 25 % 9.5 % Risk-free rate 0.08 % 1.26 % Dividend yield (per share) 0.00 % 0.00 % |
Public Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES | Warrants Fair value as of February 12, 2021 (inception) $ — Initial measurement on August 13, 2021 (Level 3) 9,864,941 Change in fair value (5,621,902 ) Transfer to Level 1 (4,052,888 ) Fair value as of December 31, 2021 $ 190,151 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY (Details Narrative) - USD ($) | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||||||||
Sep. 07, 2022 | Aug. 16, 2022 | Aug. 31, 2021 | Aug. 18, 2021 | Aug. 18, 2021 | Aug. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 11, 2023 | Aug. 13, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Date of incorporation | Feb. 12, 2021 | Feb. 12, 2021 | |||||||||
Price per shares | $ 10 | $ 10 | |||||||||
Proceeds from initial public offering | $ 116,725,000 | ||||||||||
Proceeds from sale of private placement units | $ 5,216,750 | $ 1,150,000 | $ 5,216,750 | ||||||||
Sale of units | 11,500,000 | ||||||||||
Proceeds from issuance or sale of equity | $ 15,000,000 | ||||||||||
Payments of Stock Issuance Costs | $ 770,143 | 770,143 | |||||||||
Payments for Underwriting Expense | 1,950,000 | ||||||||||
Other costs | 768,893 | ||||||||||
Cash | 118,183 | 337,595 | |||||||||
Working capital deficit | $ 1,001,001 | ||||||||||
Working capital surplus | 262,964 | ||||||||||
Business combination, net tangible assets | 5,000,001 | ||||||||||
Transaction Of Initial Public Offering | 6,168,893 | ||||||||||
Working Capital | $ 262,964 | ||||||||||
Excise Tax Rate | 1% | ||||||||||
Forecast [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Deposits | $ 1,150,000 | ||||||||||
Post Business Combination [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50% | 50% | |||||||||
Aerwins [Member] | Merger Agreement [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Business Combination, Consideration Transferred | $ 600,000,000 | ||||||||||
Business Acquisition, Share Price | $ 10 | ||||||||||
Merger consideration description | The Merger Consideration otherwise payable to AERWINS stockholders is subject to the withholding of a number of shares of the Company common stock equal to three percent (3.0%) of the Merger Consideration to be placed in escrow for post-closing adjustments (if any) to the Merger Consideration. | ||||||||||
Minimum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Percentage of fair market value of business acquisition | 80% | 80% | |||||||||
Business combination, net tangible assets | $ 5,000,001 | ||||||||||
Minimum [Member] | Aerwins [Member] | Merger Agreement [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Net working capital | $ 3,000,000 | ||||||||||
Maximum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | |||||||||
Redemption Of Outstanding Public Shares Percentage | 100% | ||||||||||
Working Capital | $ 1,500,000 | ||||||||||
Maximum [Member] | Forecast [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Deposits | $ 1,000,000 | ||||||||||
Maximum [Member] | Aerwins [Member] | Merger Agreement [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Net working capital | $ 3,000,000 | ||||||||||
Underwriters [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Payments for Underwriting Expense | 1,950,000 | ||||||||||
Deferred Offering Costs | $ 3,450,000 | ||||||||||
IPO [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Issuance of Class B common stock to Sponsor, Shares | 10,000,000 | ||||||||||
Price per shares | $ 10 | ||||||||||
Proceeds from initial public offering | $ 100,000,000 | ||||||||||
Sale of units | 11,500,000 | ||||||||||
Payments of Stock Issuance Costs | 6,168,893 | ||||||||||
Payments for Underwriting Expense | 1,950,000 | ||||||||||
Deferred Offering Costs | 3,450,000 | ||||||||||
Other costs | 768,893 | ||||||||||
Cash available for working capital | $ 823,378 | ||||||||||
Business combination description | The Company will have until February 13, 2023 to consummate a Business Combination. If the Company is unable to complete a Business Combination within 12 months (or up to 18 months from the closing of the IPO at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $1,000,000, or $1,150,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per Unit in either case) for each three month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the third amended and restated certificate of incorporation) from the closing of the Offering to consummate a Business Combination (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 five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. | ||||||||||
IPO [Member] | Underwriters [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Issuance of Class B common stock to Sponsor, Shares | 1,500,000 | ||||||||||
Proceeds from initial public offering | $ 2,300,000 | $ 2,300,000 | |||||||||
Deferred Offering Costs | $ 3,450,000 | ||||||||||
Private Placement [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Issuance of Class B common stock to Sponsor, Shares | 469,175 | ||||||||||
Price per shares | $ 10 | ||||||||||
Proceeds from initial public offering | $ 4,691,750 | ||||||||||
Proceeds from sale of private placement units | $ 5,216,750 | $ 4,691,750 | |||||||||
Sale of units | 521,675 | 521,675 | |||||||||
Over-Allotment Option [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Issuance of Class B common stock to Sponsor, Shares | 1,500,000 | ||||||||||
Price per shares | $ 10 | $ 10 | $ 10.15 | $ 0.1 | |||||||
Proceeds from initial public offering | $ 15,000,000 | ||||||||||
Proceeds from sale of private placement units | $ 525,000 | ||||||||||
Sale of units | 52,500 | ||||||||||
Over-Allotment Option [Member] | Minimum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Price per shares | $ 10.15 | ||||||||||
IPO and Private Placement [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Proceeds from issuance or sale of equity | $ 116,725,000 | ||||||||||
Additional Over Allotment Option [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Issuance of Class B common stock to Sponsor, Shares | 52,500 | ||||||||||
Proceeds from issuance or sale of equity | $ 525,000 | ||||||||||
Deferred Underwriting Commissions [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Operating Costs and Expenses | $ 3,450,000 |
SCHEDULE OF CONTINGENTLY REDEEM
SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Contingently redeemable Class A Common Stock | $ 118,215,005 | $ 116,725,000 |
Common Class A [Member] | ||
Gross Proceeds | 115,000,000 | 115,000,000 |
Less: Proceeds allocated to public warrants | (9,427,125) | (9,427,125) |
Less: Class A shares issuance costs | (5,663,197) | (5,663,197) |
Plus: Accretion of carrying value to redemption value | 1,490,005 | 16,815,322 |
Contingently redeemable Class A Common Stock | $ 118,215,005 | $ 116,725,000 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Net income (loss) | $ (229) | $ (522,132) | $ 1,360,529 | $ 1,650,541 | $ (1,299,503) | $ 5 | $ (1,299,727) | $ 2,488,938 | $ 4,585,547 |
Common Class A [Member] | |||||||||
Net income (loss) | $ (421,792) | $ (931,099) | $ (710,219) | $ 2,009,274 | |||||
Basic and diluted weighted average shares outstanding | 12,085,425 | 6,318,473 | 2,516,448 | 12,043,159 | |||||
Basic and diluted net income (loss) per share | $ (0.03) | $ (0.15) | $ (0.28) | $ 0.17 | |||||
Common Class B [Member] | |||||||||
Net income (loss) | $ (100,340) | $ (368,404) | $ (589,508) | $ 479,664 | |||||
Basic and diluted weighted average shares outstanding | 2,875,000 | 2,500,000 | 2,088,745 | 2,875,000 | |||||
Basic and diluted net income (loss) per share | $ (0.03) | $ (0.15) | $ (0.28) | $ 0.17 | |||||
Redeemable Class A Common Stock [Member] | |||||||||
Net income (loss) | $ 3,085,098 | ||||||||
Basic and diluted weighted average shares outstanding | 4,996,904 | ||||||||
Basic and diluted net income (loss) per share | $ 0.62 | ||||||||
Non Redeemable Class A Common Shares [Member] | |||||||||
Net income (loss) | $ 139,952 | ||||||||
Basic and diluted weighted average shares outstanding | 226,915 | ||||||||
Basic and diluted net income (loss) per share | $ 0.62 | ||||||||
Non Redeemable Class B Common Shares [Member] | |||||||||
Net income (loss) | $ 1,360,497 | ||||||||
Basic and diluted weighted average shares outstanding | 2,205,882 | ||||||||
Basic and diluted net income (loss) per share | $ 0.62 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 18, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||
Cash | $ 118,183 | $ 118,183 | $ 337,595 | |||
Cash Equivalents, at Carrying Value | 0 | 0 | 0 | |||
Marketable Securities held in trust account | 118,577,540 | 118,577,540 | 116,728,213 | |||
Unrecognized Tax Benefits | 0 | 0 | 0 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 0 | $ 0 | |||
Effective Income Tax Rate Reconciliation, Percent | 26.60% | 0% | 0% | 4.30% | 0% | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 5,000,001 | |||||
Temporary Equity, Redemption Price Per Share | $ 10.15 | $ 10.15 | ||||
Redemption of shares | 11,500,000 | |||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | $ 250,000 | |||
Shares Issued, Price Per Share | $ 10 | |||||
Concentration Risk, Credit Risk, Financial Instrument, Maximum Exposure | $ 250,000 | |||||
Public Warrants and Placement Warrants [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,102,506 | 9,102,506 | ||||
Redeemable Class A Common Stock [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Temporary Equity, Redemption Price Per Share | $ 10.28 | $ 10.28 | $ 10.15 | |||
Redemption of shares | 11,500,000 | 11,500,000 | 11,500,000 | |||
Shares Issued, Price Per Share | $ 10.15 | |||||
Common Class A [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Redemption of shares | 11,500,000 | 11,500,000 | 11,500,000 | |||
Temporary Equity, Shares Outstanding | 11,500,000 | |||||
Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 5,000,001 | $ 5,000,001 | ||||
State and Local Jurisdiction [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Effective Income Tax Rate Reconciliation, Percent | 26.60% | 0% | 0% | 4.30% |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | Aug. 18, 2021 | Aug. 18, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 11,500,000 | |||
Price per share | $ 10 | $ 10 | ||
Exercise price | $ 0.01 | $ 0.01 | ||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 11,500,000 | |||
Price per share | $ 10 | 10 | ||
Warrants description | Each Unit consists of one common stock and three-quarters of one redeemable warrant (“Public Warrant”). | |||
Exercise price | $ 11.5 | $ 11.5 | ||
Common Stock [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of common shares | 1 | |||
Warrant [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price | $ 11.5 | |||
Number of redeemable warrant | 1 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||||
Aug. 10, 2022 | Aug. 18, 2021 | Aug. 18, 2021 | Aug. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units | 11,500,000 | ||||||
Price per share | $ 10 | $ 10 | |||||
Proceeds from issuance of private placement | $ 5,216,750 | $ 1,150,000 | $ 5,216,750 | ||||
Exercise price | $ 0.01 | $ 0.01 | |||||
Common Class A [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, par value | 0.000001 | 0.000001 | |||||
Exercise price | $ 18 | $ 18 | |||||
Mehana Capital LLC [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from loan | $ 1,150,000 | ||||||
Purchased shares of placement units | 115,000 | ||||||
Mehana Capital LLC [Member] | Common Class A [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, par value | $ 0.000001 | ||||||
Exercise price | $ 11.5 | ||||||
Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units | 521,675 | 521,675 | |||||
Price per share | $ 10 | $ 10 | |||||
Sale of Stock, Consideration Received on Transaction | $ 5,216,750 | ||||||
Proceeds from issuance of private placement | $ 5,216,750 | $ 4,691,750 | |||||
Purchased shares of placement units | 469,175 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |||||||
Nov. 09, 2022 | Aug. 10, 2022 | Aug. 18, 2021 | Aug. 13, 2021 | Mar. 22, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 23, 2021 | Jul. 31, 2021 | |
Cash | $ 118,183 | $ 118,183 | $ 337,595 | ||||||||
Price per shares | $ 10 | ||||||||||
Fair value of working capital loan initial measurement | 92,000 | ||||||||||
Fair value of working capital loan | $ 96,200 | ||||||||||
Exercise price | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Subsequent Event [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 115,000 | ||||||||||
Deposits | $ 1,150,000 | ||||||||||
Proceeds from loans | $ 1,150,000 | ||||||||||
Mehana Equity LLC [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 115,000 | ||||||||||
Proceeds from loans | $ 1,150,000 | ||||||||||
Mehana Equity LLC [Member] | Subsequent Event [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 57,500 | ||||||||||
Proceeds from loans | $ 575,000 | ||||||||||
Administrative Support Agreement [Member] | Mehana Equity LLC [Member] | |||||||||||
Service cost payable | $ 10,000 | $ 10,000 | |||||||||
Formation cost | 229 | 229 | |||||||||
Incurred expense | 30,000 | $ 17,997 | 90,000 | ||||||||
Payments for Rent | $ 10,000 | ||||||||||
Reimbursement cost | 229 | ||||||||||
Maximum [Member] | |||||||||||
Working capital loan | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||
Affiliate Sponsor [Member] | |||||||||||
Working capital loan | $ 1,500,000 | ||||||||||
Business Acquisition, Share Price | $ 0.1 | $ 0.1 | $ 10 | $ 10 | |||||||
Proceeds from related party debt | $ 295,000 | $ 470,000 | |||||||||
Deposits | 1,150,000 | 1,150,000 | |||||||||
Payments for repurchase of equity | 2,300,000 | ||||||||||
Formation cost | $ 1,500,000 | ||||||||||
Affiliate Sponsor [Member] | Sponsor Working Capital Loan [Member] | |||||||||||
Issuable, value assigned | $ 1,500,000 | $ 1,500,000 | |||||||||
Business Acquisition, Share Price | $ 10 | $ 10 | |||||||||
Affiliate Sponsor [Member] | Maximum [Member] | Sponsor Working Capital Loan [Member] | |||||||||||
Working capital loan | $ 1,500,000 | $ 1,500,000 | |||||||||
Aerwins [Member] | Subsequent Event [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 57,500 | ||||||||||
Proceeds from loans | $ 575,000 | ||||||||||
Promissory Note [Member] | |||||||||||
Formation cost | $ 186,542 | ||||||||||
IPO [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 10,000,000 | ||||||||||
Price per shares | 10 | ||||||||||
Exercise price | $ 11.5 | ||||||||||
IPO [Member] | Promissory Note [Member] | |||||||||||
Loan amount | $ 300,000 | ||||||||||
Promissory note - related party | 186,542 | ||||||||||
IPO [Member] | Promissory Note [Member] | Sponsor [Member] | |||||||||||
Promissory note - related party | $ 300,000 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||||||||||
Payments for repurchase of equity | $ 2,300,000 | ||||||||||
Over-Allotment Option [Member] | Affiliate Sponsor [Member] | |||||||||||
Business Acquisition, Share Price | $ 0.1 | ||||||||||
Proceeds from related party debt | $ 0.1 | ||||||||||
Deposits | $ 1,150,000 | ||||||||||
Common Class B [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,875,000 | ||||||||||
Cash | $ 25,000 | ||||||||||
Forfeited shares | 375,000 | 375,000 | |||||||||
Percentage of issued and outstanding shares | 20% | ||||||||||
Price per shares | $ 12 | ||||||||||
Common stock par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||||||
Common Class B [Member] | Business Acquisition [Member] | |||||||||||
Business combination commencing period description | 20 trading days within any 30-trading day period commencing after a Business Combination | ||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 375,000 | ||||||||||
Percentage of issued and outstanding shares | 20% | ||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | Sponsor [Member] | |||||||||||
Price per shares | $ 12 | ||||||||||
Common Class A [Member] | |||||||||||
Exercise price | 18 | 18 | 18 | ||||||||
Common stock par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||||||
Common Class A [Member] | Mehana Equity LLC [Member] | |||||||||||
Exercise price | $ 11.5 | ||||||||||
Common stock par value | $ 0.000001 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | 11 Months Ended | |
Aug. 13, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from initial public offering | $ 116,725,000 | ||
Underwriting fees | 1,950,000 | ||
Underwriters [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Deferred underwriting fees | 3,450,000 | ||
Underwriting rebatement | 350,000 | ||
Underwriting fees | $ 1,950,000 | ||
Underwriters [Member] | Deferred Fee [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Percentage of underwriting discount | (3.00%) | ||
Proceeds from initial public offering | $ 3,450,000 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchased shares of placement units | 10,000,000 | ||
Proceeds from initial public offering | $ 100,000,000 | ||
Deferred underwriting fees | 3,450,000 | ||
Underwriting fees | $ 1,950,000 | ||
IPO [Member] | Underwriters [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchased shares of placement units | 1,500,000 | ||
Percentage of underwriting discount | 2% | (2.00%) | |
Proceeds from initial public offering | $ 2,300,000 | $ 2,300,000 | |
Percentage of deferred fee | 3% | ||
Deferred underwriting fees | $ 3,450,000 | ||
Underwriting rebatement | $ 350,000 | ||
Number of options granted | 1,500,000 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - $ / shares | 9 Months Ended | 11 Months Ended | ||
Mar. 22, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 15, 2021 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ 0.000001 | $ 0.000001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Redemption of shares | 11,500,000 | |||
Class of warrant or right exercise price of warrants or rights1 | $ 0.01 | $ 0.01 | ||
Public Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right exercise price of warrants or rights1 | $ 11.5 | |||
Warrants outstanding | 8,625,000 | 8,625,000 | ||
Warrants and rights outstanding term | 5 years | |||
Placement Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding | 477,506 | 391,256 | ||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.000001 | $ 0.000001 | ||
Common stock, shares issued | 636,675 | 521,675 | ||
Common stock, shares outstanding | 636,675 | 521,675 | ||
Redemption of shares | 11,500,000 | 11,500,000 | ||
Class of warrant or right exercise price of warrants or rights1 | $ 18 | $ 18 | ||
Redeemable Public Shares | 5,000,001 | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, par value | $ 0.000001 | $ 0.000001 | ||
Common stock, shares issued | 2,875,000 | 2,875,000 | 2,875,000 | |
Common stock, shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 | |
Voting rights of common stock, description | Holders of the Company’s Class B common stock are entitled to one vote for each share. | Holders of the Company’s Class B common stock are entitled to one vote for each share | ||
Common stock, shares transfer | 100,000 | 100,000 | ||
Number of shares forfeited | 375,000 | 375,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 26.60% | 0% | 0% | 4.30% | 0% |
Effective income tax rate fair value of warrant liabilities | 21% | ||||
Valuation allowance | $ 134,787 |
SIGNIFICANT NET DEFERRED TAX AS
SIGNIFICANT NET DEFERRED TAX ASSETS (Details) | Dec. 31, 2021 USD ($) |
Income Tax Disclosure [Abstract] | |
Organizational costs/Startup expenses | $ 104,959 |
Net operation loss carryforward | 29,828 |
Total deferred tax asset | 134,787 |
Valuation allowance | (134,787) |
Deferred tax asset, net of allowance | $ 0 |
SCHEDULE OF FEDERAL INCOME TAX
SCHEDULE OF FEDERAL INCOME TAX RATE (Details) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Statutory federal income tax rate | 21% | ||||
Tax effects of change in fair value of warrant liability | (25.10%) | ||||
Tax effects of transaction costs allocated to warrant liability | 2.30% | ||||
Change in valuation allowance | 1.80% | ||||
Income tax provision | 26.60% | 0% | 0% | 4.30% | 0% |
SCHEDULE OF ASSETS MEASURED AT
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS BY LEVEL WITHIN FAIR VALUE HIERARCHY (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 13, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Marketable Securities held in Trust Account | $ 118,577,540 | $ 116,728,213 | |
Public warrants | 776,250 | 4,052,888 | |
Private placement warrants | 42,976 | 190,151 | $ 5,216,750 |
Sponsor working capital loan | 96,200 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Marketable Securities held in Trust Account | 118,577,540 | 116,728,213 | |
Public warrants | 4,052,888 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Public warrants | 776,250 | ||
Private placement warrants | 42,976 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Private placement warrants | $ 190,151 | ||
Sponsor working capital loan | $ 96,200 |
SCHEDULE OF CHANGE IN FAIR VALU
SCHEDULE OF CHANGE IN FAIR VALUE OF THE WARRANT LIABILITIES (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 11 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | ||
Subsidiary, Sale of Stock [Line Items] | ||||||
Transfer to Level 1 | $ 4,052,888 | |||||
Public Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Fair value as of beginning balance | $ 4,052,888 | $ 9,427,125 | ||||
Change in fair value | [1] | (5,374,237) | ||||
Fair value as of ending balance | 4,052,888 | 4,052,888 | ||||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Fair value as of beginning balance | $ 23,475 | $ 95,075 | 190,151 | 0 | ||
Initial measurement | 9,864,941 | |||||
Change in fair value | (71,600) | (5,621,902) | ||||
Transfer to Level 1 | (31,238) | (4,052,888) | ||||
Change in fair value of Sponsor Working Capital Loan | (95,076) | |||||
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Liability Issues1 | 7,763 | |||||
Fair value as of ending balance | 23,475 | 95,075 | 190,151 | 190,151 | ||
Private Placement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Fair value as of beginning balance | 190,151 | 437,816 | ||||
Change in fair value | [1] | (247,665) | ||||
Fair value as of ending balance | 190,151 | 190,151 | ||||
Warrant Liability [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Fair value as of beginning balance | $ 4,243,039 | 9,864,941 | ||||
Change in fair value | [1] | (5,621,902) | ||||
Fair value as of ending balance | $ 4,243,039 | $ 4,243,039 | ||||
Sponsor Working Capital Loan [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Fair value as of beginning balance | 35,000 | |||||
Initial measurement | 13,600 | 13,000 | ||||
Initial measurement of draw on Sponsor Working Capital Loan on April 1, 2022 | 7,000 | 23,000 | ||||
Change in fair value of Sponsor Working Capital Loan | 5,200 | (1,000) | ||||
Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Liability Issues2 | 35,400 | |||||
Fair value as of ending balance | $ 96,200 | $ 35,000 | ||||
[1]Changes in valuation inputs or other assumptions are recognized in the change in fair value of warrant liability in the statement of operations. |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT INPUTS AND VALUATION TECHNIQUES (Details) | 9 Months Ended | 11 Months Ended | ||||||
Sep. 12, 2022 USD ($) $ / shares | Aug. 08, 2022 USD ($) $ / shares | Jul. 16, 2022 USD ($) $ / shares | May 24, 2022 USD ($) $ / shares | Apr. 01, 2022 USD ($) $ / shares | Aug. 13, 2021 | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Fair value of Sponsor Working Capital Loan | $ | $ 35,400 | $ 13,600 | $ 7,000 | $ 13,000 | $ 23,000 | $ 96,200 | ||
Private placement warrant [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Fair value of warrants | $ 0.49 | |||||||
Measurement Input, Share Price [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of completing a Business Combination | 9.18 | 9.97 | ||||||
Unit price | $ 10.12 | $ 10.1 | $ 10.1 | $ 10.08 | $ 10.38 | $ 10.21 | ||
Measurement Input, Share Price [Member] | Private placement warrant [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of completing a Business Combination | 9.97 | |||||||
Measurement Input, Exercise Price [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of completing a Business Combination | 11.5 | 11.5 | ||||||
Measurement Input, Exercise Price [Member] | Private placement warrant [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of completing a Business Combination | 11.5 | |||||||
Measurement Input, Expected Term [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Expected term | 2 months 12 days | 3 months 18 days | 3 months 18 days | 4 months 24 days | 6 months | 6 years | 1 month 6 days | 5 years 7 months 9 days |
Measurement Input, Expected Term [Member] | Private placement warrant [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Expected term | 5 years 7 months 6 days | |||||||
Measurement Input, Price Volatility [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of completing a Business Combination | 5.2 | 1.4 | 5.9 | 5.5 | 14 | 25 | 13.2 | 9.5 |
Measurement Input, Price Volatility [Member] | Private placement warrant [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of completing a Business Combination | 9.5 | |||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of completing a Business Combination | 2.9 | 2.7 | 2.5 | 1.2 | 1.1 | 0.08 | 2.9 | 1.26 |
Measurement Input, Risk Free Interest Rate [Member] | Private placement warrant [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of completing a Business Combination | 1.3 | |||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% |
Measurement Input Probability Of Completing Business Combination [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of completing a Business Combination | 20 | 16 | 20 | 20 | 20 | 80 | 20 | 90 |
Measurement Input Probability Of Completing Business Combination [Member] | Private placement warrant [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of completing a Business Combination | 90 | |||||||
Measurement Input, Conversion Price [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Conversion price | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||
Measurement Input, Discount Rate [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of completing a Business Combination | 5.7 | 6.3 | 8.5 | 9.8 | 9.8 | 8.9 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |
Aug. 13, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Measurements | |||||
Marketable Securities held in Trust Account | $ 118,577,540 | $ 118,577,540 | $ 116,728,213 | ||
Marketable Securities held in trust account | 116,728,213 | ||||
Estimated fair value of public warrants transferred from level 3 measurement to level 1 measurement | 4,052,888 | ||||
Change in fair value of warrant liability | $ 437,816 | (270,488) | $ 680,914 | (3,431,576) | (5,621,902) |
Gain loss on fair value of warrants | 5,200 | 4,200 | |||
Proceeds from working capital loan | 239,000 | 378,000 | |||
Derivative warranty liability | 9,864,941 | ||||
Private placement warrants | $ 5,216,750 | $ 42,976 | $ 42,976 | $ 190,151 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 09, 2022 | Mar. 17, 2022 | Aug. 13, 2021 | Feb. 13, 2023 | Oct. 27, 2022 | Aug. 18, 2021 |
Subsequent Event [Line Items] | ||||||
Price per share | $ 10 | |||||
Private Placement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Purchased shares of placement units | 469,175 | |||||
Price per share | $ 10 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Loans Payable | $ 215,000 | |||||
Proceeds from loan | $ 1,150,000 | |||||
Purchased shares of placement units | 115,000 | |||||
Subsequent Event [Member] | Private Placement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Price per share | $ 10 | $ 0.1 | ||||
Subsequent Event [Member] | Merger Agreement [Member] | Benuvia [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 400,000,000 | |||||
Aggregate amount of outstanding indebtedness | $ 40,000,000 | |||||
Business consideration per share price | $ 10 | |||||
Number of shares of our common stock equal to merger consideration percentage | 5% | |||||
Business Acquisition Percentage Of Price Protection Escrow Amount | 20% |