NOTES
TO FINANCIAL STATEMENTS
FOR
THE PERIOD MARCH 18, 2021 (INCEPTION) TO JUNE 30, 2021
(Unaudited)
NOTE
1 – NATURE OF THE ORGANIZATION AND BUSINESS
Abri
SPAC I, Inc. (“Abri” or the “Company”) was incorporated in the State of Delaware on March 18, 2021. The Company’s
business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses (our “Initial Business Combination”). The Company has selected December 31 as its
fiscal year end. Throughout this report, the terms “our,” “we,” “us,” and the “Company”
refer to Abri SPAC I, Inc.
As
of June 30, 2021 and the date of this filing, the Company had not commenced core operations. All activity for the period from March 18,
2021 (inception) through June 30, 2021 relates to the Company’s formation and raising funds through its initial public offering
(“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the
completion of the Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest
income from the proceeds derived from the Initial Public Offering.
The
registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective
on August 9, 2021. On August 12, 2021, the Company consummated its Initial Public Offering of 5,000,000 units (each, a “Unit”
and collectively, the “Units”), at $10.00 per Unit, generating gross proceeds of $50,000,000 and incurring offering costs
of $973,988. The Company granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the Initial Public
Offering price to cover over-allotments.
Simultaneously
with the consummation of the closing of the Initial Public Offering, the Company completed the private sale of 276,250 units (the “Placement
Units”) to Abri Ventures I, LLC, the Company’s sponsor (the “Sponsor”) at a purchase price of $10.00 per Placement
Unit, generating gross proceeds to the Company of $2,762,500.
Following
the closing of the Initial Public Offering on August 12, 2021, an amount of $50,000,000 net proceeds from the Initial Public Offering
and sale of the Placement Units was placed in a trust account in the United States maintained by Continental Stock Transfer & Trust
Company, as trustee (the “Trust Account”). The funds held in the Trust Account were invested only in U.S. government securities
with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act which invest only in direct U.S. government treasury obligations so that we are not deemed to be an investment company under the
Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account, the Trust Account is intended
as a holding place for funds pending the earliest to occur of: (i) the completion of the Initial Business Combination; (ii) the redemption
of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company
does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months
from the closing of this offering with the mandatory extensions of the period of time to consummate an Initial Business Combination)
or (B) with respect to any other provision relating to stockholders’ rights or pre-Initial Business Combination activity; or (iii)
absent an Initial Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from the
closing of this offering with the mandatory extensions of the period of time to consummate an Initial Business Combination), the return
of the funds held in the Trust Account to the public stockholders as part of redemption of the public shares.
On
August 19, 2021, the underwriters notified the Company of their intent to exercise of the over-allotment option in part and, on August
23, 2021, the underwriters purchased 733,920 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon
the closing of the over-allotment option, generating additional gross proceeds of $7,339,200. On August 23, 2021, simultaneously with
the sale of the Additional Units, the Company consummated the sale of an additional 18,348 Private Units at $10.00 per additional Private
Unit (the “Additional Private Units”), generating additional gross proceeds of $183,480. A total of $7,339,200 of the net
proceeds from the sale of the Additional Units and the Additional Private Units was deposited in the Trust Account established for the
benefit of the Company’s public stockholders, with Continental Stock Transfer & Trust Company acting as trustee, bringing the
aggregate proceeds held in the Trust Account on that date to $57,339,200.
The
stock exchange listing rules provide that the Initial Business Combination must be with one or more target businesses that together have
a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred
underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Initial
Business Combination. The Company will only complete an Initial Business Combination if the post-Initial Business Combination company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). There is no assurance that the Company will be able to successfully effect an Initial Business Combination.
The payment to the Company’s
Sponsor of a monthly fee of $10,000 is for general and administrative services including office space, utilities and secretarial support
which the Company records as operating expense on its statement of operations. However, pursuant to the terms of such agreement, we may
delay payment of such monthly fee upon a determination by our audit committee that we lack sufficient funds held outside the trust to
pay actual or anticipated expenses in connection with our Initial Business Combination. Any such unpaid amount will accrue without interest
and be due and payable no later than the date of the consummation of our Initial Business Combination. This arrangement is being agreed
to by its Sponsor for our benefit. We believe that the fee charged by our Sponsor is at least as favorable as we could have obtained from
an unaffiliated person. This arrangement will terminate upon completion of our Initial Business Combination or the distribution of the
Trust Account to our public stockholders. Other than the $10,000 per month fee, no compensation of any kind (including finder’s
fees, consulting fees or other similar compensation) will be paid to our insiders, members of our management team or any of our or their
respective affiliates, for services rendered to us prior to or in connection with the consummation of our Initial Business Combination
(regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses
incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due
diligence on suitable target businesses and business combinations, as well as traveling to and from the offices, plants or similar locations
of prospective target businesses to examine their operations. Since the role of present management after our Initial Business Combination
is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after our Initial Business Combination.
The
funds outside of the Trust Account are for our working capital requirements in searching for our Initial Business Combination. The allocation
such funds represents our best estimate of the intended uses of these funds. If our estimate of the costs of undertaking due diligence
and negotiating our Initial Business Combination is less than the actual amount necessary to do so, we may be required to raise additional
capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital
through loans or additional investments from our insiders, members of our management team or third parties, but our insiders, members
of our management team or third parties are not under any obligation to advance funds to, or invest in, us.
We
will likely use substantially all of the net proceeds of this offering, including the funds held in the Trust Account, in connection
with our Initial Business Combination and to pay our expenses relating thereto, including the deferred underwriting commission payable
to the underwriter in an amount equal to 3.0% of the total gross proceeds raised in the offering upon consummation of our Initial Business
Combination. To the extent that our capital stock is used in whole or in part as consideration to effect our Initial Business Combination,
the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined
company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target
business. Such working capital funds could be used in a variety of ways, including continuing or expanding the target business’
operations, for strategic acquisitions and for marketing, research and development of existing or new products.
To
the extent we are unable to consummate an Initial Business Combination, we will pay the costs of liquidation from our remaining assets
outside of the Trust Account. If such funds are insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation
(currently anticipated to be no more than $15,000) and have agreed not to seek repayment of such expenses.
We
believe that we will not have sufficient available funds to operate for up to the next 12 months (or up to 18 months from the Initial
Public Offering if we are required to extend the period of time to consummate an Initial Business Combination), assuming that our Initial
Business Combination is not consummated during that time. However, if necessary, in order to meet our working capital needs following
the consummation of this offering, our insiders may, but are not obligated to, loan us funds, from time to time or at any time, in whatever
amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid
upon consummation of our Initial Business Combination, without interest, or, at the lender’s discretion, up to $750,000 of the
notes may be converted upon consummation of our Initial Business Combination into additional Private Warrants at a price of $1.00 per
warrant. Notwithstanding, there is no guarantee that the Company will receive such funds. Our stockholders have approved the issuance
of the Private Warrants upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation
of our Initial Business Combination. If we do not complete an Initial Business Combination, any loans and advances from our insiders
or their affiliates, will be repaid only from amounts remaining outside our Trust Account, if any.
The
Company’s Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to their insider shares and any public shares they may hold in connection with the completion of
our Initial Business Combination. In addition, our Sponsor and its officers and directors have agreed to waive their rights to liquidating
distributions from the Trust Account with respect to their insider shares if we fail to complete our Initial Business Combination within
the prescribed time frame. However, if its Sponsor or any of its officers, directors or affiliates acquire public shares in or after
this offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail
to complete our Initial Business Combination within the prescribed time frame.
The
Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the
completion of the Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial Business
Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Initial
Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion. The public stockholders
will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account as of two business days prior to the consummation of the Initial Business Combination including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of
then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be approximately
$10.00 per public share.
The
shares of common stock subject to redemption was classified as temporary equity upon the completion of the Initial Public Offering and
will subsequently be accreted to redemption value, in accordance with Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the
Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted
in favor of the Initial Business Combination.
The
Company will have only 12 months from the closing of the Initial Public Offering (the “Combination Period”) to complete the
Initial Business Combination. However, if we are not able to consummate the Initial Business Combination within 12 months, we will be
required to 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 an Initial Business Combination). The Sponsor and its affiliates or designees are obligated to fund
the Trust Account to extend the time for the Company to complete its Initial Business Combination. If the Company is unable to complete
its Initial Business Combination within such 12-month period from the closing of the Initial Public Offering or during any mandatory
extension period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption
rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its Initial
Business Combination within the 12-month time period or during any extension period.
COVID-19
Pandemic
In
March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19,
as a global pandemic. This has resulted in governments enacting emergency measures to combat the spread of the virus. These measures,
which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption
to business, resulting in a global economic slowdown. Equity markets have experienced significant volatility and weakness and the governments
and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions.
The
current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may
also have a direct impact on the Company’s operating results and financial position in the future. The ultimate duration and magnitude
of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this
time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control,
including new information which may emerge concerning the spread and severity of COVID-19 and actions taken to address its impact, among
others. The repercussions of this health crisis could have a material adverse effect on the Company’s business, financial condition,
liquidity and operating results.
In
response to COVID-19, the Company has implemented working practices to address potential impacts to its operations, employees and customers,
and will take further measures in the future if and as required. At present, we do not believe there has been any appreciable impact
on the Company specifically associated with COVID-19.
Going
Concern and Management Liquidity Plans
As
of June 30, 2021 and as of August 12, 2021 (our latest audited balance sheet date), the Company had cash of $117,081 and $477,409, respectively,
and working capital (deficit) of approximately $(225,618) and $703,839, respectively. The Company’s liquidity needs prior to the
consummation of the Initial Public Offering had been satisfied through proceeds from notes payable and advances from related party 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, paying for travel expenditures, 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 loan the Company funds from time to time or at any
time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.
Accordingly,
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 statement
does 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 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 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.
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying audited financial statement of the Company has been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”).
Unaudited Interim Financial Statements
The accompanying unaudited
financial statements are presented in conformity with U.S. GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange
Commission (“SEC”). In the opinion of the Company, the unaudited financial statements contain all adjustments, consisting
of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2021, and its results of
operations for the three months ended June 30, 2021 and for the period from March 18, 2021 (inception) to June 30, 2021. Certain information
or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been 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 complete presentation of financial position, results of operations, or cash flows.
Emerging
Growth Company
We
are 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 of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the
new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither
an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of financial statement in conformity with GAAP requires the Company’s 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
statement 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 statement, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of June 30, 2021, we had no cash balances in bank deposit accounts that exceeded federally insured limits.
Cash
Held in Trust Account
Following
the closing of the Initial Public Offering on August 12, 2021, an amount of $50,000,000 from the net proceeds of the sale of the Units
in the Initial Public Offering and the sale of the Placement Units were placed in the Trust Account and may be invested only in U.S.
government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place
for funds pending the earliest to occur of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public
shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation
(A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete
the Initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other provision
relating to shareholders’ rights or pre-Initial Business Combination activity; or (iii) absent an Initial Business Combination
within 12 months from the closing of the Initial Public Offering, the return of the funds held in the Trust Account to the public shareholders
as part of redemption of the public shares.
Offering
Costs
Offering costs consist of
professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial
Public Offering. Offering costs are charged against the carrying value of the ordinary shares or the statement of operations based on
the relative value of the common shares and the Public Warrants to the proceeds received from the Units sold upon the completion of the
Initial Public Offering. Accordingly, as of June 30, 2021, the Company had incurred $219,184 of deferred offering costs and, as of our
Initial Public Offering, on August 12, 2021, offering costs in the aggregate of $973,988 were recognized, all of which was allocated to
the common shares, reducing the carrying amount of such shares as of such date.
Warrant
Liability
The Company accounts for the
Private Warrants in accordance with the guidance contained in ASC 480, Distinguishing Liabilities from Equity, under which the
Private Warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, upon issuance,
the Company will classify the Private Warrants as liabilities at their fair value and will adjust the Private Warrants to fair value at
each reporting period. This liability is subject to re-measurement at each balance sheet date until the Private Warrants are exercised
or expire, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Warrants
will be initially and subsequently measured at the end of each reporting period, using a Monte Carlo simulation.
The Company’s Public
Warrants are accounted for and will be presented as equity.
Common
Stock Subject to Possible Redemption
The Company accounts for its
common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic
480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument
and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s
common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence
of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value and as temporary
equity, outside of the stockholders’ equity section of the Company’s balance sheet.
The Company has made a policy
election in accordance with ASC 480-10-S99-3A and will recognize changes in redemption value in accumulated deficit over an 18-month period
leading up to an Initial Business Combination. On August 12, 2021, the latest audited balance sheet date upon the closing of the Initial
Public Offering, the Company had not recorded any accretion.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax
assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. 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 financial statement recognition and measurement of tax positions taken or expected to be
taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination
by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The
Company is subject to income tax examinations by taxing authorities since inception.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations 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 June 30, 2021, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements
and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term
nature.
Fair
Value Measurements
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:
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Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
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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
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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.
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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 evaluates its
financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities,
the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with
changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are
classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument
could be required within 12 months of the balance sheet date.
Net
Loss Per Share
Net
loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period.
Diluted earnings per share is computed similar to basic earnings per share, except the weighted average number of common shares outstanding
are increased to include additional shares from the assumed exercise of share options, if dilutive. There are no outstanding dilutive
or potentially dilutive instruments.
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s financial statement.
NOTE
3 — INITIAL PUBLIC OFFERING
On
August 12, 2021, the Company consummated its Initial Public Offering of 5,000,000 Units at $10.00 per Unit, generating gross proceeds
of $50,000,000 and incurred offering costs of $2,223,988, consisting of $1,250,000 of underwriting fees and expenses and $973,988 of
costs related to the Initial Public Offering. Additionally, the Company recorded deferred underwriting commissions of $1,500,000 (increasing
up to $1,725,000 if the underwriter’s over-allotment option is exercised in full) payable only upon completion of our Initial Business
Combination. The Company granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the Initial Public
Offering price to cover over-allotments.
Simultaneously
with the consummation of the closing of the Initial Public Offering, the Company completed the private sale of 276,250 Placement Units
to its Sponsor at a purchase price of $10.00 per Placement Unit, generating gross proceeds to the Company of $2,762,500.
On
August 19, 2021, the underwriters notified the Company of their intent to exercise of the over-allotment option in part and, on August
23, 2021, the underwriters purchased 733,920 Additional Units at $10.00 per Additional Unit upon the closing of the over-allotment option,
generating additional gross proceeds of $7,339,200. On August 23, 2021, simultaneously with the sale of the Additional Units, the Company
consummated the sale of an additional 18,348 Additional Private Units, generating additional gross proceeds of $183,480. A total of $7,339,200
of the net proceeds from the sale of the Additional Units and the Additional Private Units was deposited in the Trust Account.
NOTE
4 — RELATED PARTY TRANSACTIONS
Sponsor
Shares
On
April 12, 2021, the Company’s sponsor, Abri Ventures I, LLC (the “Sponsor”) purchased 1,437,500 shares (the “Founder
Shares”) of the Company’s common stock for an aggregate price of $25,000.
Private
Units
On
August 12, 2021, our Sponsor purchased an aggregate of 276,250 private units in a private placement that closed simultaneously with the
closing of Initial Public Offering. The private units are comprised of one share of common stock and one redeemable warrant, each exercisable
to purchase one share of common stock at $11.50 per share and are otherwise identical to the public warrants in the Initial Public Offering.
On
August 23, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 18,348 Additional
Private Units, generating additional gross proceeds of $183,480.
All
of the proceeds we received from this private placement of units were added to the proceeds from the Initial Public Offering to pay for
the expenses of the Initial Public Offering and to be held in the Trust Account. If we do not complete our Initial Business Combination
within 12 months from the closing of this Initial Public Offering (or up to 18 months), the proceeds of the sale of the private units
will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private units and underlying
warrants will be worthless.
Promissory
Note — Related Party
On
April 20, 2021, the Company entered a promissory note with its Sponsor for principal amount received of $300,000 to be used for a portion
of the expenses of the Initial Public Offering. The note was non-interest bearing, unsecured and payable on the earlier of: (i) December
31, 2021 or (ii) the date on which the Company consummated the Initial Public Offering. As of June 30, 2021, $300,000 was outstanding
under the note. This outstanding promissory note was paid on August 12, 2021.
Administrative
and Support Services
The Company entered into an
administrative services agreement pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, administrative
and support services, which the Company records as operating expense on its statement of operations. Upon the completion of the Initial
Business Combination or our liquidation, the Company will cease paying these monthly fees.
NOTE
5 — COMMITMENTS AND CONTINGENCIES
Registration
Rights
The holders of the
Founder Shares are entitled to registration rights pursuant to a registration rights agreement that was signed as of the effective
date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands that
the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration
rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In
addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed
subsequent to our consummation of our Initial Business Combination. The holders of the Founder Shares have agreed not to transfer,
assign or sell any of the such shares (except to certain permitted transferees) until, with respect to 50% of such shares, the
earlier of six months after the date of the consummation of our Initial Business Combination and the date on which the closing price
of our common stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the
consummation of our Initial Business Combination and, with respect to the remaining 50% of such shares, six months after the date of
the consummation of our Initial Business Combination, or earlier in each case if, subsequent to our Initial Business Combination, we
complete a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the
right to exchange their shares of common stock for cash, securities or other property. The Founder Shares will be held in escrow
with Continental Stock Transfer & Trust Company during the period in which they are subject to the transfer restrictions
described above.
Unit
Purchase Option
We
sold to the underwriters, for $100, an option to purchase up to a total of 300,000 units (or up to 345,000 if the over-allotment is exercised
in full) exercisable, in whole or in part, at $11.50 per unit, commencing on the consummation of our Initial Business Combination. The
purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the commencement
of sales in this offering. The option and the 300,000 units, as well as the 300,000 shares of common stock, and the warrants to purchase
300,000 shares of common stock that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore
subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement or the commencement
of sales in the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s Rules, during which time the option may not be sold,
transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that
would result in the economic disposition of the securities. Additionally, the option may not be sold, transferred, assigned, pledged
or hypothecated for a one-year period (including the foregoing 180-day period) following the date of the Company’s initial prospectus
except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The option grants
to holders demand and “piggy-back” rights of the securities directly and indirectly issuable upon exercise of the option.
Notwithstanding the foregoing, the underwriters and their related persons may not (i) have more than one demand registration right at
our expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the registration statement,
and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the registration
statement. We will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will
be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in
certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation.
However, the option will not be adjusted for issuances of shares of common stock at a price below its exercise price. We will have no
obligation to net cash settle the exercise of the purchase option or the warrants underlying the purchase option. The holder of the purchase
option will not be entitled to exercise the purchase option or the warrants underlying the purchase option unless a registration statement
covering the securities underlying the purchase option is effective or an exemption from registration is available. If the holder is
unable to exercise the purchase option or underlying warrants, the purchase option or warrants, as applicable, will expire worthless.
As
of August 12, 2021, the Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense
of the Initial Public Offering resulting in a charge directly to stockholders’ equity.
NOTE 6 — STOCKHOLDER’S EQUITY
Common Stock
The Company is authorized
to issue an aggregate of 5,000,000 shares of common stock having a par value of $0.0001 per share. From inception, March 18, 2021 through
August 12, 2021, the Company issued 1,437,500 founder shares of common stock at a price of $0.0001 per share for total receivable of approximately
of $25,000. These Founder Shares held by our Sponsor included up to 187,500 shares which were subject to forfeiture by the stockholder
if the underwriters of the Company’s Initial Public Offering did not fully or in part exercise their over-allotment option. On August
19, 2021, the underwriters notified the Company of their intent to exercise of the over-allotment option in part and, on August 23, 2021,
the underwriters purchased 733,920 Additional Units at $10.00 per Additional Unit upon the closing of the over-allotment option, generating
additional gross proceeds of $7,339,200. On August 23, 2021, simultaneously with the sale of the Additional Units, the Company consummated
the sale of an additional 18,348 Additional Private Units, generating additional gross proceeds of $183,480. The balance of the Additional
Private Units, or 402 Private Units, including 4,020 Founder Shares, were forfeited by the Sponsor.
Authorized Stock
Upon the effectiveness of
the Company’s registration statement on August 9, 2021, the Company amended and restated its certificate of incorporation to authorize
the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value
$0.0001 per share.
Public and Private Warrants
Once issued, each whole warrant
entitles the registered holder to purchase one common stock at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing on the later of the completion of an Initial Business Combination and one year from the consummation of the Company’s
Initial Public Offering. The warrants will expire five years after the completion of our Initial Business Combination, or earlier upon
redemption.
No public warrants will be
exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon
exercise of the warrants and a current prospectus relating to such shares. It is our current intention to have an effective and current
registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to
such shares in effect promptly following consummation of an Initial Business Combination. Notwithstanding the foregoing, if a registration
statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following
the consummation of our Initial Business Combination, public warrant holders may, until such time as there is an effective registration
statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless
basis.
We may redeem the outstanding
warrants, in whole and not in part, at a price of $0.01 per warrant:
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at any time while the warrants are exercisable;
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upon a minimum of 30 days’ prior written notice of redemption;
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if, and only if, the last sales price of our shares of common stock equals or exceeds $16.50 per share
for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption; and
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if, and only if, there is a current registration statement in effect with respect to the shares of common
stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each
day thereafter until the date of redemption.
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If the foregoing conditions
are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption
date. However, the price of the shares of common stock may fall below the $16.50 trigger price as well as the $11.50 warrant exercise
price per share after the redemption notice is issued and not limit our ability to complete the redemption.
The redemption criteria for
our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise
price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share
price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the
warrants.
If we call the warrants for
redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a
“cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number
of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares
of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to
the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis”
will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption,
our cash needs at such time and concerns regarding dilutive share issuances.
NOTE 7 — WARRANTS
On August 12, 2021, the Company
consummated its Initial Public Offering of 5,000,000 Units at $10.00 per Unit, generating gross proceeds of $50,000,000, with each Unit
consisting of one share of common stock, $0.0001 par value, and one redeemable warrant. The Company granted the underwriter a 45-day option
to purchase up to an additional 750,000 Units at the Initial Public Offering price to cover over-allotments.
Simultaneously with the consummation
of the closing of the Initial Public Offering, the Company completed the private sale of 276,250 Placement Units to its Sponsor at a purchase
price of $10.00 per Placement Unit, generating gross proceeds to the Company of $2,762,500, with each Placement Unit consisting of one
share of common stock, $0.0001 par value, and one redeemable warrant.
Upon consummation of our Initial
Public Offering, we sold to the underwriters, for $100, an option to purchase up to a total of 300,000 units (or up to 345,000 if the
over-allotment is exercised in full) exercisable, in whole or in part, at $11.50 per unit, commencing on the consummation of our Initial
Business Combination. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires
five years from the commencement of sales in this offering. The option and the 300,000 units, as well as the 300,000 shares of common
stock, and the warrants to purchase 300,000 shares of common stock that may be issued upon exercise of the option have been deemed compensation
by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of our registration
statement, or August 9, 2021. As of August 12, 2021, the Company accounted for the unit purchase option, inclusive of the receipt of $100
cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity.
On August 19, 2021, the underwriters
notified the Company of their intent to exercise of the over-allotment option in part and, on August 23, 2021, the underwriters purchased
733,920 Additional Units at $10.00 per Additional Unit upon the closing of the over-allotment option, generating additional gross proceeds
of $7,339,200. On August 23, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional
18,348 Additional Private Units, generating additional gross proceeds of $183,480, with each Additional Private Unit consisting of one
share of common stock, $0.0001 par value, and one redeemable warrant.
Each Placement Unit, Additional
Unit and Additional Private Unit are identical to the Unit from our Initial Public Offering except as described below.
The Sponsor has agreed to
waive its redemption rights with respect to any shares underlying the private units (i) in connection with the consummation of a business
combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance
or timing of our obligation to allow redemption in connection with our Initial Business Combination or certain amendments to our charter
prior thereto, to redeem 100% of our public shares if we do not complete our Initial Business Combination within 12 months from the completion
of this offering (or up to 18 months from the closing of this offering if extended) or with respect to any other provision relating to
stockholders’ rights or pre-Initial Business Combination activity and (iii) if we fail to consummate a business combination within
12 months from the completion of this offering (or up to 18 months from the closing of this offering if extended) or if we liquidate prior
to the expiration of the 18 month period. However, the Sponsor will be entitled to redemption rights with respect to any public shares
it holds if we fail to consummate a business combination or liquidate within the 18-month period.
The private units and their
component securities will not be transferable, assignable or salable until 30 days after the consummation of our Initial Business Combination
except to permitted transferees.
The Company evaluated the
Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’
specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging
(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet
the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under
ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.
Pursuant to such evaluation, the Company further evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging
— Contracts in Entity’s Own Equity, and concluded that the Private Warrants do not meet the criteria to be classified
in stockholders’ equity.
Certain adjustments to the
settlement amount of the Private warrants are based on a variable that is not an input to the fair value of an option as defined under
ASC 815 — 40, and thus the warrants are not considered indexed to the Company’s own stock and not eligible for an exception
from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative
liability upon issuance of the warrants at the closing of the Initial Public Offering. Accordingly, the Company expects to classify each
Private Warrant as a liability at its fair value, with subsequent changes in their respective fair values recognized in the statement
of operations and comprehensive income (loss) at each reporting date.
The Company accounts for the
Public Warrants as equity based on its initial evaluation that the Public Warrants are indexed to the Company’s own stock. The Public
Warrants will be recorded at the amount of allocated proceeds and will not be remeasured every reporting period.
NOTE 8 — FAIR VALUE MEASUREMENTS
The Company carries cash equivalents,
marketable investments, Public and Private Warrants, at fair value. Fair value is based on the price that would be received from selling
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is
estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the
categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
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Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical
assets or liabilities.
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Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are
not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the
assets or liabilities.
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Level 3 — Unobservable inputs that are supported by little or no market activity and that are based
on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies
or similar techniques.
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The Company determined the
fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments.
Marketable investments classified
within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations, alternative
pricing sources or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities
are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models
of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments,
historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment
managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment
managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate
fair values are recorded.
The Company’s warrant liability has been
valued as Level 3 instruments.
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Level 1
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Level 2
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Level 3
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Total
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Warrant liability as of June 30, 2021
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$
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–
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$
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–
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$
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–
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$
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–
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The estimated fair value of
the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black-Scholes pricing model are assumptions related to
dividend yield, term, volatility and risk-free rate. The Company estimates the volatility of its common shares based on management’s
understanding of the volatility associated with instruments of other similar entities. The risk-free interest rate is based on the U.S.
Treasury rate matching the expected term of the warrants. The expected life of the warrants is simulated based on management assumptions
regarding the timing and likelihood of completing our Initial Business Combination. The dividend rate is based on the historical rate,
which the Company anticipates to remain at zero.
The
fair value of the Private Placement Warrants from the private placement that closed simultaneously with the closing of the Initial Public
Offering was approximately $165,750, which was determined by the Black-Scholes Pricing Model with the following assumptions: dividend
yield of 0%, term of 5 years, volatility of 13.5%, exercise price of $11.50 and risk-free rate of 0.81%.
NOTE 9 — INCOME TAXES
The Company accounts for income
taxes under ASC 740 - Income Taxes (“ASC 740”), which provides for an asset and liability approach of accounting for income
taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently
enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts calculated for income tax purposes.
The Company recognizes deferred
tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the
Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences,
projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation
allowance against its net deferred tax assets and determined a full valuation allowance is required because it is more likely than not
that 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 those temporary differences become deductible.
The Company has evaluated
its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and
penalties related to any uncertain tax positions through its income tax expense.
The Company has incurred losses from inception through June 30, 2021
but has no material deferred tax assets as of June 30, 2021
The Company is subject to
franchise tax filing requirements in the State of Delaware.
NOTE 10 — SUBSEQUENT EVENTS
On August 12, 2021, the Company
consummated its Initial Public Offering of 5,000,000 Units at $10.00 per Unit. Simultaneously with the consummation of the closing of
the Initial Public Offering, the Company completed the private sale of 276,250 Placement Units to its Sponsor at a purchase price of $10.00
per Placement Unit (see Note 3).
On August 19, 2021, the underwriters
notified the Company of their intent to exercise of the over-allotment option in part and, on August 23, 2021, the underwriters purchased
733,920 Additional Units at $10.00 per Additional Unit (see Note 3 and 7).
On August 12, 2021, our Sponsor
purchased an aggregate of 276,250 private units in a private placement that closed simultaneously with the closing of Initial Public Offering.
On August 23, 2021, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 18,348 Additional
Private Units (see Note 4).
On April 20, 2021, the Company
entered a promissory note with its Sponsor for principal amount received of $300,000 to be used for a portion of the expenses of the Initial
Public Offering. The note was non-interest bearing, unsecured and payable on the earlier of: (i) December 31, 2021 or (ii) the date on
which the Company consummated the Initial Public Offering. As of June 30, 2021, $300,000 was outstanding under the note. This outstanding
promissory note was paid on August 12, 2021.
Management evaluated subsequent
events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon
this review, other than above, management did not identify any subsequent events that would have required adjustment or disclosure in
the financial statements.