The accompanying footnotes are an integral part
of these unaudited condensed financial statements.
The accompanying footnotes are an integral part
of these unaudited condensed financial statements.
The accompanying footnotes are an integral part
of these unaudited condensed financial statements.
The accompanying footnotes are an integral part
of these unaudited condensed financial statements.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2022
(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 September 30, 2022,
and the date of this filing, the Company had not commenced core operations. All activity for the period from March 18, 2021 (Inception)
through September 30, 2022 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 is generating 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 “Private Units”)
to Abri Ventures I, LLC, the Company’s sponsor (the “Sponsor”) at a purchase price of $10.00 per Private 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
Private 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 12, 2022, in connection with the
first extension, Abri deposited $573,392 (or $0.10 for each share of common stock issued in the IPO) into the trust account of ABRI (the
“Trust Account”), which holds the net proceeds of the IPO, together with interest earned thereon, less amounts
released to pay tax obligations, to extend the time to complete a business combination to November 12, 2022. On November 1,
2022, in connection with the second extension, Abri deposited $573,392 (or $0.10 for each share of common stock issued in the IPO) into
the Trust Account to extend the time to complete a business combination to February 12, 2023.
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, 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 statements 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”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed
with an Initial Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of an Initial
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 had 12 months
from the closing of the Initial Public Offering (the “Combination Period”) to complete the Initial Business Combination. However,
if we were not able to consummate the Initial Business Combination within 12 months, we would extend the period of time to consummate an
Initial 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. On August 5, 2022, the Company deposited $573,392 into the Trust Account to extend
the time to complete its Initial Business Combination for an additional three months, or until November 12, 2022. On November 1, 2022, in connection with the second extension, Abri deposited $573,392 (or $0.10 for each
share of common stock issued in the IPO) into the Trust Account to extend the time to complete a business combination to February 12,
2023. If the Company is unable
to complete its Initial Business Combination within such 18-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.
Risks and Uncertainties
Management continues to evaluate
the impact of the COVID-19 pandemic and Russia-Ukraine war on the economy and the capital markets and has concluded that, while it is
reasonably possible that such events could have negative effects on the Company’s financial position, results of its operations,
and/or search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The
financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Going Concern and Management Liquidity Plans
As of September 30, 2022,
we had cash of $175,074 and a working capital deficit of $1,622,206. Our liquidity needs through the date of this filing had been satisfied
through proceeds from notes payable and advances from related party and from the issuance of common stock. Our liquidity needs consist
of 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 an Initial Business Combination. Although certain of our initial stockholders, officers and directors or
their affiliates have committed to loan us funds from time to time or at any time, in whatever amount they deem reasonable in their sole
discretion, there is no guarantee that we will receive such funds.
Accordingly, the accompanying
unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of
America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and
the satisfaction of liabilities in the normal course of business. These 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 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 unaudited
condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with
the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain
information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed
or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the
information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion
of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature,
which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
Unaudited Interim Financial Statements
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 September 30, 2022, and its results of operations for the three and nine months ended September 30, 2022.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K
for the year ended December 31, 2021 as filed with the SEC on February 4, 2022, which contains the audited financial statements and notes
thereto. The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the nine months ended September 30, 2022 are
not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.
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 unaudited financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited
financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited 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 unaudited 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 Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have
any cash equivalents as of December 31, 2021 and September 30, 2022.
Marketable Securities Held in Trust Account
The Company had investments
in marketable securities held in the Trust Account which 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. Gains and losses resulting from the change in fair value of these securities is included in interest
income in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of the investments held
in the Trust Account are determined using available market information. During the period from March 18, 2021 (inception) through September
30, 2022, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations.
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 statements 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, on August 12, 2021, offering costs in the aggregate of $973,988 were recognized (including approximately
$359,900 for the fair value of the Representative’s unit purchase price), 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 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 statements of operations. The fair value of the Private Warrants will be initially and subsequently measured at
the end of each reporting period using a Black-Scholes option pricing model.
The Company’s Public
Warrants were accounted for and presented as equity and were measured using a Monte Carlo simulation model.
Common Stock Subject to Possible Redemption
The Company accounts for its
common stock subject to possible redemption in accordance with the guidance in ASC 480. 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 (deficit) section of the Company’s balance sheets.
The Company has made a policy
election in accordance with ASC 480-10-S99-3A and will recognize changes in redemption value in additional paid-in capital (or accumulated
deficit in the absence of additional paid-in capital) over an 18-month period leading up to an Initial Business Combination. As of September
30, 2022, the Company recorded accretion of $5,431,788 (including a beginning balance on January 1, 2022 of $1,733,440 and $1,403,473
and $3,698,348 during the three and nine months ended September 30, 2022, respectively), with unrecognized accretion remaining of $1,317,563
as of September 30, 2022. As of December 31, 2021, the Company recorded accretion of $1,733,440, with unrecognized accretion remaining
of $5,015,911.
Income Taxes
The Company follows the asset
and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740). 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 September 30, 2022 and December 31, 2021.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position. The Company is subject to income tax examinations by taxing authorities since inception.
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 has incurred losses from inception
through September 30, 2022 and has deferred tax assets of approximately $943,000 and $316,000 as of September 30, 2022 and December 31,
2021, respectively. 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 is subject to
franchise tax filing requirements in the State of Delaware.
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. 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.
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 Measurement,” 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. U.S. 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 evaluates its
financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with ASC 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. All outstanding convertible notes are considered common stock
at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock
equivalents is anti-dilutive with respect to losses, the shares issuable upon conversion have been excluded from the Company’s computation
of net loss per common share for the three and nine months ended September 30, 2022. These shares were included in the basic and diluted
net loss per common share on the unaudited condensed consolidated statements of operations.
The following table summarizes
the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was
antidilutive due to the Company’s net loss position, even though the exercise price could be less than the most recent fair value
of the common shares:
|
|
Nine
Months Ended
September 30, |
|
|
|
2022 |
|
|
|
|
|
Convertible debt |
|
|
110,000 |
|
Total |
|
|
110,000 |
|
|
|
Three
Months Ended
September 30, |
|
|
|
2022 |
|
|
|
|
|
Convertible debt |
|
|
110,000 |
|
Total |
|
|
110,000 |
|
The Company complies with
accounting and disclosure requirements of ASC 260 “Earnings Per Share.” The statements of operations include a presentation
of loss per redeemable share and loss per non-redeemable share following the two-class method of loss per share. In order to determine
the net loss attributable to both the redeemable shares and non-redeemable shares, the Company first considered the total loss allocable
to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of calculating net loss per
share, any remeasurement of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.
The earnings per share presented
in the statements of operations is based on the following:
For the Three Months Ended September 30, 2022 |
| |
| |
Net loss | |
$ | (398,274 | ) |
Accretion of temporary equity to redemption value | |
| (1,403,473 | ) |
Net loss including accretion of temporary equity to redemption value | |
$ | (1,801,747 | ) |
| |
Common
Shares Subject to
Redemption | | |
Non-redeemable Common
Shares | |
Basic and diluted net income (loss) per share: | |
| | |
| |
Numerator: | |
| | |
| |
Allocation of net loss including accretion of temporary equity | |
$ | (1,384,492 | ) | |
$ | (417,255 | ) |
Accretion of temporary equity to redemption value | |
| 1,403,473 | | |
| — | |
Allocation of net loss | |
$ | 18,981 | | |
$ | (417,255 | ) |
| |
| | | |
| | |
Denominator: | |
| | | |
| | |
Weighted-average shares outstanding | |
| 5,733,920 | | |
| 1,728,078 | |
Basic and diluted net loss per share | |
$ | (0.00 | ) | |
$ | (0.24 | ) |
For the Nine Months Ended September 30, 2022 |
| |
| |
Net loss | |
$ | (2,107,613 | ) |
Accretion of temporary equity to redemption value | |
| (3,698,348 | ) |
Net loss including accretion of temporary equity to redemption value | |
$ | (5,805,961 | ) |
| |
Common
Shares Subject to
Redemption | | |
Non-redeemable Common
Shares | |
Basic and diluted net income (loss) per share: | |
| | |
| |
Numerator: | |
| | |
| |
Allocation of net loss including accretion of temporary equity | |
$ | (4,461,394 | ) | |
$ | (1,344,567 | ) |
Accretion of temporary equity to redemption value | |
| 3,698,348 | | |
| — | |
Allocation of net loss | |
$ | (763,046 | ) | |
$ | (1,344,567 | ) |
| |
| | | |
| | |
Denominator: | |
| | | |
| | |
Weighted-average shares outstanding | |
| 5,733,920 | | |
| 1,728,078 | |
Basic and diluted net loss per share | |
$ | (0.13 | ) | |
$ | (0.78 | ) |
For
the Three Months Ended September 30, 2021
Net loss | |
$ | (245,301 | ) |
Accretion of temporary equity to redemption value | |
| (602,401 | ) |
Net loss including accretion of temporary equity to redemption value | |
$ | (847,702 | ) |
| |
Common Shares Subject to Redemption | | |
Non-redeemable Common Shares | |
Basic and diluted net income (loss) per share: | |
| | |
| |
Numerator: | |
| | |
| |
Allocation of net loss including accretion of temporary equity | |
$ | (634,107 | ) | |
$ | (213,595 | ) |
Accretion of temporary equity to redemption value | |
| 602,401 | | |
| — | |
Allocation of net loss | |
$ | (31,706 | ) | |
$ | (213,595 | ) |
| |
| | | |
| | |
Denominator: | |
| | | |
| | |
Weighted-average shares outstanding | |
| 2,998,094 | | |
| 1,591,174 | |
Basic and diluted net loss per share | |
$ | (0.01 | ) | |
$ | (0.13 | ) |
For the Period March 18, 2021 (Inception) Through September 30,
2021
Net loss | |
$ | (276,735 | ) |
Accretion of temporary equity to redemption value | |
| (602,401 | ) |
Net loss including accretion of temporary equity to redemption value | |
$ | (879,136 | ) |
| |
Common Shares Subject to Redemption | | |
Non-redeemable Common Shares | |
Basic and diluted net income (loss) per share: | |
| | |
| |
Numerator: | |
| | |
| |
Allocation of net loss including accretion of temporary equity | |
$ | (634,107 | ) | |
$ | (245,029 | ) |
Accretion of temporary equity to redemption value | |
| 602,401 | | |
| — | |
Allocation of net loss | |
$ | (31,706 | ) | |
$ | (245,029 | ) |
| |
| | | |
| | |
Denominator: | |
| | | |
| | |
Weighted-average shares outstanding | |
| 1,407,269 | | |
| 1,326,278 | |
Basic and diluted net loss per share | |
$ | (0.02 | ) | |
$ | (0.18 | ) |
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 unaudited financial statements.
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 Private Units to its Sponsor at a purchase
price of $10.00 per Private 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.
Since the underwriters did
not exercise their over-allotment option in full, 4,020 shares of common stock issued to the sponsor prior to the Initial Public Offering
and the Private Placement, were forfeited for no consideration. As of September 20, 2021, a total of $57,339,200 of the net proceeds from
our Initial Public Offering and the Private Placement were deposited in a trust account established for the benefit of the Company’s
public stockholders.
We intend to use substantially
all of the net proceeds of the Initial Public Offering, including the funds held in the trust account, in connection with our Initial
Business Combination and to pay our expenses relating thereto, including a deferred underwriting commission payable to the underwriters
in an amount equal to 3.0% of the total gross proceeds raised in the Initial Public 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 remaining proceeds held in the trust account, as well as any other net proceeds not expended, will 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.
Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of
our Initial Business Combination if the funds available to us outside of the trust account were insufficient to cover such expenses.
The Private 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.
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.
Subscription Agreement Amendment
On April 13, 2022, the Company
and the Sponsor entered into an amendment (the “Subscription Agreement Amendment”) to the Private Placement Unit Subscription
Agreement, dated August 9, 2021 by and between the Company and the Sponsor (the “Subscription Agreement”) in connection with
the Company’s Initial Public Offering (see Note 3). Section 10.3 of the subscription Agreement provides the ability to amend the
Subscription Agreement if signed by all parties thereto. The Subscription Agreement was executed solely to clarify that the lock-up period
for the Private Units extends to 30 days after the completion of the Initial Business Combination.
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 September 30, 2022 and December
31, 2021, there was a zero balance outstanding under the note.
On August 5, 2022, the Company
entered a promissory note with its Sponsor of principal amount received of $573,392 to extend the time available for the company to consummate
its initial business combination. The note was non-interest bearing, unsecured and payable on the date the Company consummates an Initial
Business Combination. In the event that an Initial Business Combination does not close prior to February 12, 2023 (or later if the period
of time to consummate an Initial Business Combination is extended), the note shall be deemed terminated and no amounts will be owed. As
of September 30, 2022, there was $573,392 outstanding under the note.
Convertible Promissory Notes — Related
Party
On March 8, 2022, the Company
entered a convertible 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 date the Company consummates a Business
Combination. In the event that a Business Combination did not close prior to August 12, 2022 (or up to February 12, 2023, if the period
of time to consummate an Initial Business Combination is extended), the note shall be deemed terminated and no amounts will be owed. At
any time, up to a day prior to the closing of an Initial Business Combination, the holder may convert the principal amount into private
units of the Company at a conversion price of $10.00 per unit. As of September 30, 2022, there was $300,000 outstanding under the note.
On April 4, 2022, the Company
entered a convertible promissory note with its Sponsor of principal amount received of $500,000 to be used for operating expenses. The
note was non-interest bearing, unsecured and payable on the date the Company consummates a Business Combination. In the event that a Business
Combination did not close prior to August 12, 2022 (or up to February 12, 2023, if the period of time to consummate an Initial Business
Combination is extended), the note shall be deemed terminated and no amounts will be owed. At any time, up to a day prior to the closing
of an Initial Business Combination, the holder may convert the principal amount into private units of the Company at a conversion price
of $10.00 per unit. As of September 30, 2022, there was $500,000 outstanding under the note.
On August 26, 2022, the Company
entered a convertible promissory note with its Sponsor of principal amount received of $300,000 to be used for operating expenses. The
note was non-interest bearing, unsecured and payable on the date the Company consummates an Initial Business Combination. In the event
that an Initial Business Combination does not close prior to November 12, 2022 (or up to February 12, 2023, if the period of time to consummate
an Initial Business Combination is extended), the note shall be deemed terminated and no amounts will be owed. At any time, up to a day
prior to the closing of an Initial Business Combination, the holder may convert the principal amount into private units of the Company
at a conversion price of $10.00 per unit. As of September 30, 2022, there was $300,000 outstanding under the note.
Administrative and Support Services
The Company entered into an
administrative services agreement pursuant to which the Company pays 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 statements of operations. Upon the completion of the Initial
Business Combination or our liquidation, the Company will cease paying these monthly fees. The Company recorded $30,000 and $90,000 related
to these fees during the three and nine months ended September 30, 2022, respectively.
NOTE 5 — COMMITMENTS AND CONTINGENCIES
Merger Agreement and Termination with Apifiny
On January 27, 2022, the Company
entered into a Merger Agreement (the “Merger Agreement”) by and among Apifiny Group Inc., a Delaware corporation (“Apifiny”),
the Company, Abri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Erez
Simha, solely in his capacity as representative, agent and attorney-in-fact of the Apifiny security holders, and the Sponsor, solely in
its capacity as representative, agent and attorney-in-fact of the Indemnified Party (as defined in the Merger Agreement) (collectively,
the “Parties”).
On July 22, 2022, the Parties
entered into a termination of merger letter agreement (the “Termination Agreement”). Pursuant to the Termination Agreement,
the Parties agreed to mutually terminate the Merger Agreement, subject to the representations, warranties, conditions and covenants set
forth in the Termination Agreement. In conjunction with the termination of the Merger Agreement, the Additional Agreements (as defined
in the Merger Agreement) (including the Parent and Company Stockholder Support Agreements) have also been terminated in accordance with
their respective terms as of July 22, 2022, the Termination Date.
The Termination Agreement
contains mutual releases by all parties thereto, for all claims known and unknown, relating and arising out of, or relating to, among
other things, the Merger Agreement, or the transactions contemplated by the Merger Agreement, subject to certain exceptions with respect
to claims for indemnity or contribution.
Merger Agreement with DLQ
On September 9, 2022, the
Company, entered into a Merger Agreement (the “Merger Agreement”) by and among Abri Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Abri (“Merger Sub”), Logiq, Inc., a Delaware corporation (“DLQ Parent”) whose
common stock is quoted on the OTCQX Market under the ticker symbol, “LGIQ”, and DLQ, Inc., a Nevada corporation (“DLQ”)
and wholly owned subsidiary of DLQ Parent. Pursuant to the terms of the Merger Agreement, a business combination between the Company and
DLQ will be effected through the merger of Merger Sub with and into DLQ, with DLQ surviving the merger as a wholly owned subsidiary of
the Company (the “Merger”). The board of directors of the Company has (i) approved and declared advisable the Merger Agreement,
the Additional Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend
approval of the Merger Agreement and related transactions by the stockholders of the Company.
The Merger is expected to
be consummated after obtaining the required approval by the stockholders of the Company, DLQ and DLQ Parent and the satisfaction of certain
other customary closing conditions.
The total consideration to
be paid at Closing (the “Merger Consideration”) by the Company to DLQ security holders will be an amount equal to $114 Million.
The Merger Consideration will be payable in shares of common stock, par value $0.0001 per share, of the Company (“Abri Common Stock”).
DLQ Management Earnout Agreement
In connection with the execution
of the Merger Agreement, Abri and the Sponsor will enter into a management earnout agreement (the “Management Earnout Agreement”),
pursuant to which certain members of the management team of DLQ specified on schedule A to the Management Earnout Agreement (the “Management”)
will have the contingent right to earn the Management Earnout Shares (as defined in the Management Earnout Agreement). The Management
Earnout Shares consist of 2,000,000 shares of Abri Common Stock (the “Management Earnout Shares”). The release of the Management
Earnout Shares shall occur as follows:
| ● | 500,000 Management Earnout Shares will be earned and released upon satisfaction of the First Milestone Event (as defined in the Management Earnout Agreement); |
| ● | 650,000 Management Earnout Shares will be earned and released upon satisfaction of the Second Milestone Event (as defined in the Management Earnout Agreement); and |
| ● | 850,000 Management Earnout Shares will be earned and released upon satisfaction of the Third Milestone Event (as defined in the Management Earnout Agreement). |
If the Company has not consummated
an initial business combination by August 9, 2022 (12 months after consummation of the initial public offering, the “IPO”),
or up to February 9, 2023 (18 months after the consummation of the IPO if the time-period is extended, as described herein), the Company
will be required to dissolve and liquidate. If the Company anticipates that it may not be able to consummate its initial business combination
on or before August 9, 2022, the Company may, but is not obligated to, extend the period of time to consummate an Initial Business Combination,
for another two times by an additional three months each time through February 9, 2023 (for a total of up to 18 months to complete
an Initial Business Combination) pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation and the
Investment Management Trust Agreement entered into between the Company and Continental Stock Transfer & Trust Company, the trustee.
On August 5, 2022, the Company deposited $573,392 into the Trust Account to extend the time to complete its Initial Business Combination
for an additional three months, or until November 12, 2022. On November 1,
2022, in connection with the second extension, Abri deposited $573,392 (or $0.10 for each share of common stock issued in the IPO) into
the Trust Account to extend the time to complete a business combination to February 12, 2023.
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 (increased to 344,035 units after the over-allotment was exercised in part)
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.
On 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 — STOCKHOLDERS’ DEFICIT
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. On April 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
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:
| ● | at
any time while the warrants are exercisable; |
| ● | upon
a minimum of 30 days’ prior written notice of redemption; |
| ● | 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 |
| ● | 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. |
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.
Common Stock Subject to Redemption
The Company’s common
stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence
of future events. The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders
of the Company’s common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were
5,733,920 shares of common stock outstanding subject to possible redemption and are classified outside of permanent equity in the balance
sheet.
The common stock subject to
possible redemption reflected on the balance sheet is reconciled in the following table:
Gross proceeds from Initial Public Offering | |
$ | 57,339,200 | |
Less: | |
| | |
Fair value of Public Warrants at issuance | |
| (3,201,883 | ) |
Offering costs allocated to common stock subject to possible redemption | |
| (3,547,468 | ) |
Plus: | |
| | |
Accretion of common stock subject to possible redemption amount | |
| 5,431,782 | |
Common stock subject to possible redemption | |
$ | 56,021,637 | |
During the three and nine months ended September 30, 2022, there was
accretion cost recorded in the statements of stockholders’ equity (deficit) of $1,403,473 and $3,698,348, respectively.
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 Private Units to its Sponsor at a purchase
price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,762,500, with each Private 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 (increased to 344,035 units
after the over-allotment was exercised in part) 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.
On April 13, 2022, the Company
and Continental Stock Transfer & Trust Company (the “Warrant Agent”), entered into a supplement (the “Supplement
to Warrant Agreement”) to the Warrant Agreement, dated as of August 9, 2021 by and between the Company and the Warrant Agent in
connection with the Company’s Initial Public Offering (see Note 3). The Supplement to Warrant Agreement is being made pursuant to
Section 9.8 of the Warrant Agreement which states the Warrant Agreement may be amended by the parties thereto by executing a supplemental
warrant agreement without the consent of any of the warrant holders. The Supplement to Warrant Agreement is being executed solely to correct
an ambiguity provision contained in Section 2.5 of the Warrant Agreement to clarify that the lock-up period for the Private Warrants extends
to 30 days after the completion of the Company’s Initial Business Combination.
Each Private 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 an Initial
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 an 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
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 an Initial 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 ASC 480 and 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 (deficit).
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 statements
of operations and comprehensive income (loss) at each reporting date.
The Company accounted for the Public Warrants as equity based on its
initial evaluation that the Public Warrants were indexed to the Company’s own stock. The fair value of the Public Warrants was approximately
$0.60 per Public Warrant, which was determined by the Monte Carlo simulation model. The Public Warrants were recorded at the amount of
allocated proceeds and are not remeasured every reporting period.
NOTE 8 — FAIR VALUE MEASUREMENTS
The Company carries cash, marketable investments 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.
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.
The Company’s Cash held in Trust Account is classified within Level 1 of the fair value hierarchy.
The Company’s Private Warrants are valued
as Level 2 instruments.
The estimated fair value of the Private Warrants is determined using
Level 2 inputs for the period ending September 30, 2022. The estimated fair value of the Private Warrants was transferred from Level 3
to Level 2 during the period ended June 30, 2022. 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 remaining at zero.
The fair value of the Private Warrants from the private placement that
closed simultaneously with the closing of the Initial Public Offering was approximately $176,759, 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%. The fair value was $29,459 as of September 30, 2022, using the following assumptions: dividend yield of 0%, term
of 3.00 years, volatility of 2.1%, exercise price of $11.50 and risk-free rate of 4.25%, resulting in a gain on change in fair value of
warrant liability of $32,406 and $141,408 for the three and nine months ended September 30, 2022, respectively. The fair value was $170,867
as of December 31, 2021, using the following assumptions: dividend yield of 0%, term of 4.5 years, volatility of 11.8%, exercise price
of $11.50 and risk-free rate of 1.19%.
Transfers to/from Levels 1,
2, and 3 are recognized at the beginning of the reporting period. During the period ended December 31, 2021, the Public Warrants began
trading separately on September 7, 2021 at the option of the holder. The Company transferred the Private Warrants from Level 3 to Level
2 during the three months ended June 30, 2022, as the inputs significant to the valuation became observable as they are benchmarked to
those used for the Public Warrants.
The following table presents
information about the transfer to/from Levels 1, 2, and 3 within the fair value hierarchy during the period ended June 30, 2022. There
were no transfers during the period ended September 30, 2022:
| |
Warrant liabilities | | |
Total Level 3
Financial
Instruments | |
Level 3 financial instruments as of December 31, 2021 | |
$ | 170,867 | | |
$ | 170,867 | |
Change in fair value | |
| (67,758 | ) | |
| (67,758 | ) |
Level 3 financial instruments as of March 31, 2022 | |
| 103,109 | | |
| 103,109 | |
Change in fair value | |
| (41,244 | ) | |
| (41,244 | ) |
Transfer to Level 2 | |
| (61,865 | ) | |
| (61,865 | ) |
Level 3 financial instruments as of June 30, 2022 | |
$ | - | | |
$ | - | |
The following table presents
information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2022 and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| |
| | |
Fair value measurements at reporting date using: | |
Description | |
Fair Value | | |
Quoted prices in active
markets for identical liabilities
(Level 1) | | |
Significant other observable inputs (Level 2) | | |
Significant unobservable
inputs (Level 3) | |
Assets: | |
| | |
| | |
| | |
| |
Cash held in Trust Account – U.S. Money Market | |
$ | 58,175,785 | | |
$ | 58,175,785 | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant liabilities | |
$ | 29,459 | | |
$ | - | | |
$ | 29,459 | | |
$ | - | |
The following table presents
information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the
fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| |
| | |
Fair value measurements at reporting date using: | |
Description | |
Fair Value | | |
Quoted prices in active
markets for identical liabilities
(Level 1) | | |
Significant other observable inputs (Level 2) | | |
Significant unobservable
inputs (Level 3) | |
Assets: | |
| | |
| | |
| | |
| |
Cash held in Trust Account – U.S. Money Market | |
$ | 57,340,207 | | |
$ | 57,340,207 | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant liabilities | |
$ | 170,867 | | |
$ | - | | |
$ | - | | |
$ | 170,867 | |
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.
In order to calculate the
fair value of the Public Warrants at the Initial Public Offering date for purposes of establishing the initial allocation of costs, the
Company utilized the following inputs to the Monte Carlo simulation model for the initial measurement:
Underlying common stock price | |
$ | 9.48 | |
Risk free rate | |
| 0.82 | % |
Unit purchase price | |
$ | 10.00 | |
Estimated term | |
| 5 Years | |
Volatility | |
| 13.5 | % |
The Company is not required
to re-measure the fair value of the Public Warrants since they are an equity-classified instrument.
NOTE 9 — SUBSEQUENT EVENTS
Management evaluated subsequent events and transactions that occurred
after the balance sheet date, up to the date that the unaudited financial statements were issued. Based upon this review management did
not identify any subsequent events that would have required adjustment or disclosure in the unaudited financial statements.